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~~On November 2, 2020, the Board of Directors (the "Board") of the Company appointed W. Keith Maxwell III as Chief Executive Officer.~~

Competition

The markets in which we operate are highly competitive. Our primary competition comes from the incumbent utility and other independent retail energy companies. In the electricity sector, these competitors include larger, well-capitalized energy retailers such as Calpine Energy Solutions, LLC, Constellation ~~Energy Group, Inc.,~~Corporation, NRG Energy, Inc., and Vistra ~~Energy~~ Corp. We also compete with small local retail energy providers in the electricity sector that are focused exclusively on certain markets. Each market has a different group of local retail energy providers. In the natural gas sector, our national competitors are primarily NRG, Inc. Energy and Constellation Energy Group, Inc. Our national competitors generally have diversified energy platforms with multiple marketing approaches and broad geographic coverage similar to us. Competition in each market is based primarily on product offering, price and customer service. The number of competitors in our markets varies. In well-established markets in the Northeast and Texas we have hundreds of competitors, while in other markets the competition is limited to several participants. Markets that offer POR programs are generally more competitive than those markets in which retail energy providers bear customer credit risk.

Our ability to compete depends on our ability to convince customers to switch to our products and services, renew services with customers upon expiration of their contract terms, and our ability to offer products at attractive prices. Many local regulated utilities and their affiliates may possess the advantages of name recognition, longer operating histories, long-standing relationships with their customers and access to financial and other resources, which could pose a competitive challenge to us. As a result of our competitors' advantages, many customers of these local regulated utilities may decide to stay with their longtime energy provider if they have been satisfied with their service in the past. In addition, competitors may choose to offer more attractive short-term pricing to increase their market share.

Seasonality of Our Business

Our overall operating results fluctuate substantially on a seasonal basis depending on: (i) the geographic mix of our customer base; (ii) the relative concentration of our commodity mix; (iii) weather conditions, which directly influence the demand for natural gas and electricity and affect the prices of energy commodities; and (iv) variability in market prices for natural gas and electricity. These factors can have material short-term impacts on monthly and quarterly operating results, which may be misleading when considered outside of the context of our annual operating cycle.

Our accounts payable and accounts receivable are impacted by seasonality due to the timing differences between when we pay our suppliers for accounts payable versus when we collect from our customers on accounts receivable. We typically pay our suppliers for purchases of natural gas on a monthly basis and electricity on a weekly basis. However, it takes approximately two months from the time we deliver the electricity or natural gas to our customers before we collect from our customers on accounts receivable attributable to those product deliveries. This timing difference affects our cash flows, especially during peak cycles in the winter and summer months.

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Natural gas accounted for approximately ~~19%~~24% of our retail revenues for the year ended December 31, ~~2021,~~2022, which exposes us to a high degree of seasonality in our cash flows and income earned throughout the year as a result of the high concentration of heating load in the winter months. We utilize a considerable amount of cash from operations and borrowing capacity to fund working capital, which includes inventory purchases from April through October each year. We sell our natural gas inventory during the months of November through March of each year. We expect that the significant seasonality impacts to our cash flows and income will continue in future periods.

Regulatory Environment

We operate in the highly regulated natural gas and electricity retail sales industry in all of our respective jurisdictions, and must comply with the legislation and regulations in these jurisdictions in order to maintain our licenses to operate. We must also comply with the applicable regulations in order to obtain the necessary licenses in

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jurisdictions in which we plan to compete. Licensing requirements vary by state, but generally involve regular, standardized reporting in order to maintain a license in good standing with the state commission responsible for regulating retail electricity and gas suppliers. We believe there is potential for changes to state legislation and regulatory measures addressing licensing requirements that may impact our business model in the applicable jurisdictions. In addition, as further discussed below, our marketing activities and customer enrollment procedures are subject to rules and regulations at the state and federal levels, and failure to comply with requirements imposed by federal and state regulatory authorities could impact our licensing in a particular market. See "Risk Factors—We face risks due to increasing regulation of the retail energy industry at the state level."

New Jersey and Connecticut

Certain state commissions have begun efforts to restrict the ability of retail suppliers to “pass through” costs to customers associated with certain changes in law or regulatory requirements. For example, on January 22, 2019, the New Jersey Board of Public Utilities (“NJ BPU”) sent a cease and desist letter to third party suppliers (“TPS”) in New Jersey instructing that a TPS may not charge a customer rate that is higher than the fixed rate applicable during the period for which that rate was fixed. The letter notified TPS that such increases were prohibited and instructed TPS to refund customers amounts charged in excess of the applicable fixed rate. Parties have challenged the NJ BPU’s letter and it is not clear at this time whether refunds will be required. Similarly, the Connecticut Public Utilities Regulatory Authority (“PURA”) opened a docket after receiving complaints regarding increases by suppliers to certain fixed-price supplier contracts due to change in law triggers. PURA will consider whether suppliers’ actions constitute unfair and deceptive trade practices or otherwise violates applicable laws. These state actions provide examples where the Company may be required to assume costs that it otherwise would pass on to customers under its change in law provisions and potentially provide refunds to certain customers.

Other Regulations

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purposes of determining compliance under the TCPA. Also, additional restrictions have been placed on wireless telephone numbers making compliance with the TCPA more costly. See “Risk Factors—Risks Related to Our Business and Our Industry—Liability under the TCPA has increased significantly in recent years, and we face risks if we fail to comply.”

As compliance with the federal TCPA regulations and state telemarketing regulations becomes increasingly costly and as door-to-door marketing becomes increasingly risky both from a regulatory compliance perspective, and from the risk of such activities drawing class action litigation claims, we and our peers who rely on these sales channels will find it more difficult than in the past to engage in direct marketing efforts. In response to these risks, we are experimenting with new technologies, such as a web-based application to process door-to-door sales enrollments with direct input by the consumer. This application can be accessed using tablets or any smart phone device, which enhances and expands the opportunities to market directly to customers.

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Our participation in natural gas and electricity wholesale markets to procure supply for our retail customers and hedge pricing risk is subject to regulation by the Commodity Futures Trading Commission (the "CFTC"), including regulation pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act. In order to sell electricity, capacity and ancillary services in the wholesale electricity markets, we are required to have market-based rate authorization, also known as “MBR Authorization,” from the Federal Energy Regulatory Commission ("FERC"). We are required to make status update filings to FERC to disclose any affiliate relationships and quarterly filings to FERC regarding volumes of wholesale electricity sales in order to maintain our MBR Authorization. We are also required to seek prior approval by FERC to the extent any direct or indirect change in control occurs with respect to entities that hold MBR Authorization.

The transportation and sale for resale of natural gas in interstate commerce are regulated by agencies of the U.S. federal government, primarily FERC under the Natural Gas Act of 1938, the Natural Gas Policy Act of 1978 and regulations issued under those statutes. FERC regulates interstate natural gas transportation rates and service conditions, which affects our ability to procure natural gas supply for our retail customers and hedge pricing risk. Since 1985, FERC has endeavored to make natural gas transportation more accessible to natural gas buyers and sellers on an open and non-discriminatory basis. FERC’s orders do not attempt to directly regulate natural gas retail sales. As a shipper of natural gas on interstate pipelines, we are subject to those interstate pipelines' tariff requirements and FERC regulations and policies applicable to shippers.

Changes in law and to FERC policies and regulations may adversely affect the availability and reliability of firm and/or interruptible transportation service on interstate pipelines, and we cannot predict what future action FERC will take. We do not believe, however, that any regulatory changes will affect us in a way that materially differs from the way they will affect other natural gas marketers and local regulated utilities with which we compete.

In December 2007, FERC issued Order 704, a final rule on the annual natural gas transaction reporting requirements, as amended by subsequent orders on rehearing. Under Order 704, wholesale buyers and sellers of more than 2.2 million MMBtus of physical natural gas in the previous calendar year, including natural gas gatherers and marketers, are required to report, on May 1 of each year, aggregate volumes of natural gas purchased or sold at wholesale in the prior calendar year to the extent such transactions utilize, contribute to, or may contribute to the formation of price indices. It is the responsibility of the reporting entity to determine which individual transactions should be reported based on the guidance of Order 704. Order 704 also requires market participants to indicate whether they report prices to any index publishers, and if so, whether their reporting complies with FERC’s policy statement on price reporting. As a wholesale buyer and seller of natural gas, we are subject to the reporting requirements of Order 704.

Employees

As of December 31, ~~2021,~~2022, we employed ~~169~~160 full-time employees. Our employees are not represented by a collective bargaining unit. We have not experienced any strikes or work stoppages and consider our relations with our employees to be satisfactory.

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We are dedicated to attracting and retaining talent across a variety of backgrounds, with varying experiences, perspectives and ideas, while having an inclusive culture. As of December 31, ~~2021,~~2022, approximately ~~51%~~49% of our workforce was male and ~~49%~~51% female. We encourage and support the development of our employees wherever possible, and seek to fill positions through promotions and transfers within the organization. Continued learning and career development is advanced through ongoing performance and development conversations with employees and internally developed training programs.

We provide competitive compensation and benefits programs to our employees. These programs include, subject to eligibility policies, a 401(k) Plan, healthcare and insurance benefits, long term incentive awards in the form of restricted stock units to certain employees, health savings and flexible spending accounts, paid time off, family leave and employee assistance programs.

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We strive to be a good corporate citizen by being involved with numerous local community and charitable organizations through financial contributions and volunteer events. To encourage volunteerism, we offer paid time off to employees to volunteer in the community during work hours.

Facilities

Our corporate headquarters is located in Houston, Texas.

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~~Available Information~~Risks Related to Our Capital Structure and Capital Stock

~~Our website is located at www.viarenewables.com.~~ •We ~~make available~~have identified a material weakness in our ~~periodic reports and other information filed with or furnished~~internal control over financial reporting which could, if not remediated, adversely affect our ability to ~~the Securities and Exchange Commission (the “SEC”), including~~report our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and all amendments to those reports, free of charge through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Any materials filed with the SEC may be read and copied at the SEC’s website at www.sec.gov.

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~~Item 1A. Risk Factors~~

~~Our business,~~ financial condition ~~cash flows,~~and results of operations in a timely and ~~ability to pay dividends on~~accurate manner, decrease investor confidence in us, and reduce the value of our Class A common stock and Series A Preferred ~~Stock~~Stock.

•Our indebtedness could ~~be materially~~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 ~~adversely affected by,~~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 in the future will depend 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 Class A common stock and Series A Preferred Stock.

•The Class A common stock and Series A Preferred Stock are subordinated to our existing and future debt obligations.

•Numerous factors may affect the trading price of the Class A common stock and Series A Preferred Stock.

•There may not be an active trading market for the Class A common stock or Series A Preferred Stock, which may in turn reduce the market value and your ability to transfer or sell your shares of Class A common stock or Series A Preferred Stock.

•Our Founder holds a substantial majority of the voting power of our common stock.

•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 and amended and restated bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A common stock.

•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 our Class A common stock and Series A Preferred Stock in the public market could ~~decline due~~reduce the price of the Class A common stock and Series A Preferred Stock, and may dilute your ownership in us.

•We have issued preferred stock and may continue to do so, and the terms of such preferred stock could adversely affect the voting power or value of our Class A common stock.

•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 our Founder 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 on the date the Series A Preferred Stock becomes redeemable by us or on any particular date afterwards.

•The Series A Preferred Stock is not rated.

•The Change of Control Conversion Right may make it more difficult for a ~~number~~party to acquire us or discourage a party from acquiring us.

•Changes in the method of ~~factors, whether currently known~~determining the London Interbank Offered Rate (“LIBOR”), or ~~unknown, including but~~the replacement of LIBOR with an alternative reference rate, may adversely affect the floating dividend rate of our Series A Preferred Stock.

•A substantial increase in the Three-Month LIBOR Rate or an alternative rate could negatively impact our ability to pay dividends on the Series A Preferred Stock and Class A common stock.

•We may not ~~limited~~have sufficient earnings and profits in order for dividends on the Series A Preferred Stock to ~~those described below.~~ be treated as dividends for U.S. federal income tax purposes.

•You ~~should carefully consider these risk factors together with~~may be subject to tax if we make or fail to make certain adjustments to the ~~other information contained in this Annual Report.~~conversion rate of the Series A Preferred Stock even though you do not receive a corresponding cash distribution.

~~Risks Related~~•We are a “controlled company” under NASDAQ Global Select Market rules, and as such we are entitled to ~~Our~~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.

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PART I.

Items 1 & 2. Business and ~~Our Industry~~Properties

General

We are ~~subject~~an independent retail energy services company founded in 1999 and are organized as a Delaware corporation that provides residential and commercial customers in competitive markets across the United States with an alternative choice for their natural gas and electricity. We purchase our electricity and natural gas supply from a variety of wholesale providers and bill our customers monthly for the delivery of electricity and natural gas based on their consumption at either a fixed or variable price. Electricity and natural gas are then distributed to ~~commodity price risk.~~our customers by local regulated utility companies through their existing infrastructure.

Our business consists of two operating segments:

Our ~~financial results are largely dependent on the prices at which~~Operations

As of December 31, 2022, we ~~can acquire the commodities we resell. The prevailing market prices for natural gas and electricity are unpredictable and tend to fluctuate substantially. Changes~~operated in ~~market prices for natural gas and electricity may result from many factors that are outside of our control, including:~~

•~~weather conditions; including extreme weather conditions, seasonal fluctuations,~~102 utility service territories across 19 states and the ~~effects~~District of ~~climate change;~~

•~~demand for energy commodities~~Columbia and ~~general economic conditions;~~

•~~disruption~~had approximately 331,000 residential customer equivalents (“RCEs”). An RCE is an industry standard measure of natural gas or electricity ~~transmission or transportation infrastructure or other constraints or inefficiencies;~~

•~~reduction or unavailability~~usage with each RCE representing annual consumption of ~~generating capacity, including temporary outages, mothballing, or retirements;~~

•~~the level of prices and availability~~100 MMBtu of natural gas or 10 MWh of electricity. We serve natural gas customers in fifteen states (Arizona, California, Colorado, Connecticut, Florida, Illinois, Indiana, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York, Ohio and ~~competing energy sources, including the impact of changes~~Pennsylvania) and electricity customers in ~~environmental regulations impacting suppliers;~~

•~~the creditworthiness or bankruptcy or other financial distress of market participants;~~

•~~changes in market liquidity;~~

•~~natural disasters, wars, embargoes, acts of terrorism~~twelve states (Connecticut, Delaware, Illinois, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Ohio, Pennsylvania and ~~other catastrophic events;~~

•~~significant changes in the pricing methods in the wholesale markets in which we operate;~~

•~~changes in regulatory policies concerning how markets are structured, how compensation is provided for service,~~Texas) and the ~~kinds~~District of ~~different services that can or must be offered;~~

•~~federal, state, foreign~~Columbia using seven brands (Electricity Maine, Electricity N.H., Major Energy, Provider Power Mass, Respond Power, Spark Energy, and ~~other governmental regulation and legislation; and~~

•~~demand side management, conservation, alternative or renewable energy sources.~~Verde Energy).

For example, in February 2021, the U.S. experienced winter storm Uri, an unprecedented storm bringing extreme cold temperatures to the central U.S., including Texas. As a result of increased power demand for customers across the state of TexasCustomer Contracts and power generation disruptions during the weather event, power and ancillary costs in the Electric Reliability Counsel of Texas (“ERCOT”) service area experienced extreme volatility and price increases beyond the maximum allowed clearing prices. Less extreme price fluctuations can also occur as a result of routine winter weather fluctuations. Product Offerings

In the event of price fluctuations, we may not be able to pass along changes to the prices we pay to acquire commodities to our customers as such pricing fluctuations can attract consumer class actions as well as stateFixed and ~~federal regulatory actions.~~variable-price contracts

We ~~face risks related~~offer a variety of fixed-price and variable-price service options to ~~health epidemics, pandemics~~our natural gas and electricity customers. Under our fixed-price service options, our customers purchase natural gas and electricity at a fixed price over the life of the customer contract, which provides our customers with protection against increases in natural gas and electricity prices. Our fixed-price contracts typically have a term of one to two years for residential customers and up to four years for commercial customers, and most provide for an early termination fee in the event that the customer terminates service prior to the expiration of the contract term. In a typical market, we offer fixed-price electricity plans for 6, 12 and 24 months and fixed-price natural gas plans from 12 to 24 months, which may or may not provide for a monthly service fee and/or a termination fee, depending on the market and customer type. Our variable-price service options carry a month-to-month term and are priced based on our forecasts of underlying commodity prices and other ~~outbreaks,~~market and business factors, including ~~COVID-19.~~the competitive landscape in the market and the regulatory environment, and may also include a monthly service fee depending on the market and customer type. Our variable plans may or may not provide for a termination fee, depending on the market and customer type.

The ~~ongoing COVID-19 pandemic is an evolving situation around the globe that continues to adversely impact economic activity and conditions worldwide. In particular, efforts to control the spread~~fixed/variable splits of ~~COVID-19 have led to governmental shutdowns, business closures, and disruptions to supply chains and consumer behaviors around the world. We are continuing to monitor developments involving~~ our ~~workforce, customers and suppliers and cannot predict whether COVID-19, or any particular variant~~RCEs were as follows as of COVID–19, will have a future material impact on our business, financial condition or results of operations. However, an extended slowdown of the United States' economic growth, demand for commodities and/or material changes in governmental policy could result in lower economic growth and lower demand for natural gas and electricity in our key markets as well as the ability ofDecember 31, 2022:

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~~various employees,~~

Green products and renewable energy credits

The reduction of carbon emission has become a major focus around the world. We offer renewable and carbon neutral (“green”) products in several markets. Green energy products are a growing market opportunity and typically provide increased unit margins as a result of improved customer satisfaction. Renewable electricity products allow customers ~~contractors, suppliers~~to choose electricity sourced from wind, solar, hydroelectric and biofuel sources, through the purchase of renewable energy credits (“RECs”). A REC is a market-based instrument that represents the realized renewable attributes of renewable-based power generation. When we procure RECs on behalf of our customers, we are claiming their share of renewable generation that was delivered to the electric grid, directly supporting renewable generators.

Carbon neutral natural gas products give customers the option to reduce or eliminate the carbon footprint associated with their energy usage through the purchase of carbon offset credits. These products typically provide for fixed or variable prices and generally follow the same terms as our other products with the added benefit of carbon reduction and reduced environmental impact.

We utilize RECs to offset customer volumes related to customers enrolled in renewable energy plans. As of December 31, 2022, approximately 29% of our customers utilized green products. Also, as a key element of our corporate rebranding and our commitment to sustainability, we began offsetting 100% of customer volume beginning in the second quarter of 2021, by procuring RECs on behalf of our customers.

In addition to the RECs we purchase to satisfy our voluntary requirements under the terms of our green contracts with our customers and to support our corporate sustainability initiatives, we must also purchase a specified number of RECs based on the amount of electricity we sell in a state in a year pursuant to individual state renewable portfolio standards. We forecast the price for the required RECs and incorporate this cost component into our customer pricing models.

Customer Acquisition and Retention

Our customer acquisition strategy consists of customer growth obtained through traditional sales channels complemented by customer portfolio and business acquisitions. We make decisions on how best to deploy capital based on a variety of factors, including cost to acquire customers, availability of opportunities and our view of commodity pricing in particular regions.

We strive to maintain a disciplined approach to recovery of our customer acquisition costs within a 12-month period. We capitalize and amortize our customer acquisition costs over a two-year period, which is based on our estimate of the expected average length of a customer relationship. We factor in the recovery of customer

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acquisition costs in determining which markets we enter and the pricing of our products in those markets. Accordingly, our results are significantly influenced by our customer acquisition costs.

As a result of the COVID-19 pandemic, certain public utility commissions, regulatory agencies, and other ~~business partners~~governmental authorities in all of our markets have issued orders that impact the way we have historically acquired customers, such as door to ~~fulfill their obligations,~~door marketing. Our reduced marketing resulted in significantly reduced customer acquisition costs during 2020 and 2021 compared to historical amounts. As these orders have largely expired, our customer acquisition costs with respect to door to door marketing has increased during 2022. We are unable to predict our future customer acquisition costs at this time. Please see “Item 1A—Risk Factors” in this “Annual Report.”

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.

Organic Growth

We use organic sales strategies to both maintain and grow our customer base by offering products providing options for term flexibility, price certainty, variable rates and/or green product offerings. We manage growth on a market-by-market basis by developing price curves in each of the markets we serve and create product offerings in which ~~could~~our targeted customer segments find value. The attractiveness of a product from a consumer’s standpoint is based on a variety of factors, including overall pricing, price stability, contract term, sources of generation and environmental impact and whether or not the contract provides for termination and other fees. Product pricing is also based on several other factors, including the cost to acquire customers in the market, the competitive landscape and supply issues that may affect pricing.

~~Our financial results may be adversely impacted by weather conditions~~direct marketing to obtain C&I customers, which are typically larger and ~~changes in consumer demand.~~

~~Weather conditions directly influence the demand for and availability of~~have greater natural gas and electricity requirements. At December 31, 2022, our customer base was 67% residential and ~~affect~~33% C&I customers. In our sales practices, we typically employ multiple vendors under short-term contracts and have not entered into any exclusive marketing arrangements with sales vendors. Our marketing team continuously evaluates the ~~prices~~effectiveness of ~~energy commodities. Generally, on most utility systems, demand for natural gas peaks~~each customer acquisition channel and makes adjustments in order to achieve targeted growth and manage customer acquisition costs. We strive to maintain a disciplined approach to recovery of our customer acquisition costs within defined periods.

Acquisitions

We actively monitor acquisition opportunities that may arise in the ~~winter~~domestic acquisition market, and ~~demand~~seek to acquire portfolios of customers and broker book acquisitions, as well as retail energy companies utilizing some combination of cash and borrowings under our senior secured borrowing base credit facility ("Senior Credit Facility), the issuance of common or preferred stock, or other financing arrangements. Historically, our customer acquisition strategy has been executed using both third parties and through affiliated relationships. See “—Relationship with our Founder, Majority Shareholder and Chief Executive Officer” for ~~electricity peaks~~a discussion of affiliate relationships.

The following table provides a summary of our acquisitions over the past five years:

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Company / Portfolio

Date Completed

RCEs

Segment

Acquisition Source

HIKO Energy, LLC

March 2018

29,000

Natural Gas
Electricity

Third Party

Customer Portfolio

December 2018

35,000

Natural Gas
Electricity

Affiliate

Customer Portfolio

May 2019

60,000

Natural Gas
Electricity

Third Party

Customer Portfolio

May 2021

45,000

Electricity

Third Party

Customer Portfolio

July 2021

33,000

Natural Gas

Third Party

Customer Portfolio (1)

January 2022

69,000

Natural Gas
Electricity

Third Party

Customer Portfolio

August 2022

18,700

Natural Gas

Third Party

(1) These RCEs are related to broker contracts we acquired as part of asset purchase agreements and are not included in our Retail RCEs.

Please see “Item 1A — Risk Factors” in this Annual Report for a discussion of risks related to our acquisition strategy and ability to finance such transactions.

Retaining customers and maximizing customer lifetime value

Following the ~~summer. Typically, when winters~~acquisition of a customer, we devote significant attention to customer retention. We have developed a disciplined renewal communication process, which is designed to effectively reach our customers prior to the end of the contract term, and employ a team dedicated to managing this renewal communications process. Customers are ~~warmer~~contacted in each utility prior to the expiration of the customer's contract. We may contact the customer through additional channels such as outbound calls or ~~summers are cooler, demand~~email. We also apply a proprietary evaluation and segmentation process to optimize value to both us and the customer. We analyze historical usage, attrition rates and consumer behaviors to specifically tailor competitive products that aim to maximize the total expected return from energy sales to a specific customer, which we refer to as customer lifetime value.

We actively monitor unit margins from energy sales. We use this information to assess the results of products and to guide business decisions, including whether to engage in pro-active non-renewal of lower margin customers.

Commodity Supply

We hedge and procure our energy requirements from various wholesale energy markets, including both physical and financial markets, through short- and long-term contracts. Our in-house energy supply team is responsible for managing our commodity positions (including energy ~~is lower than expected, resulting in less~~procurement, capacity, transmission, renewable energy, and resource adequacy requirements) within our risk management policies. We procure our natural gas and electricity ~~consumption than forecasted.~~requirements at various trading hubs, city-gates and load zones. When ~~demand is below anticipated levels due~~we procure commodities at trading hubs, we are responsible for delivery to ~~weather patterns,~~the applicable local regulated utility for distribution.

In most markets, we hedge our electricity exposure with financial products and then purchase the physical power directly from the ISO for delivery. Alternatively, we may ~~be forced~~use physical products to ~~sell excess~~hedge our electricity exposure rather than buying physical electricity in the day-ahead market from the ISO. During the year ended December 31, 2022, we transacted physical and financial settlements of electricity with approximately nine suppliers.

We are assessed monthly for ancillary charges such as reserves and capacity in the electricity sector by the 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. Many of the utilities we serve also allocate natural gas transportation and storage assets to us as a part of their competitive choice program. We are required to fill our allocated storage

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capacity with natural gas, which creates commodity supply ~~at prices below~~and price risk. Sometimes we cannot hedge the volumes associated with these assets because they are too small compared to the much larger bulk transaction volumes required for trades in the wholesale market or it is not economically feasible to do so.

We periodically adjust our ~~acquisition cost, which could result~~portfolio of purchase/sale contracts in ~~reduced margins~~the wholesale natural gas market based upon analysis of our forecasted load requirements. Natural gas is then delivered to the local regulated utility city-gate or ~~even losses.~~

~~Conversely, when winters are colder or summers are warmer, consumption may outpace~~other specified delivery point where the ~~volumes~~local regulated utility takes control of the natural gas and delivers it to individual customer locations. Additionally, we hedge our natural gas price exposure with financial products. During the year ended December 31, 2022, we transacted physical and financial settlements of natural gas ~~and electricity against which~~with approximately 81 wholesale counterparties.

We also enter into back-to-back wholesale transactions to optimize our credit lines with third-party energy suppliers. With each of our third-party energy suppliers, we have ~~hedged, and~~certain contracted credit lines, which allow us to purchase energy supply from these counterparties. If we ~~may be unable~~desire to ~~meet increased demand with storage or swing supply. In~~purchase supply beyond these ~~circumstances, such as with winter storm Uri, we may experience reduced margins or even losses if~~credit limits, we are required to post collateral in the form of either cash or letters of credit. As we begin to approach the limits of our credit line with one supplier, we may purchase energy supply from another supplier and sell that supply to the original counterparty in order to reduce our net position with that counterparty and open up additional ~~supply at higher prices. We may fail~~credit to ~~accurately anticipate demand due to fluctuations in weather or to effectively manage our~~procure supply in ~~response~~the future. Our sales of gas pursuant to these activities also enable us to optimize our credit lines with third-party energy suppliers by decreasing our net buy position with those suppliers.

Asset Optimization

Part of our business includes asset optimization activities in which we identify opportunities in the wholesale natural gas markets in conjunction with our retail procurement and hedging activities. Many of the competitive pipeline choice programs in which we participate require us and other retail energy suppliers to take assignment of and manage natural gas transportation and storage assets upstream of their respective city-gate delivery points. In our allocated storage assets, we are obligated to buy and inject gas in the summer season (April through October) and sell and withdraw gas during the winter season (November through March). These injection and purchase obligations require us to take a ~~fluctuating commodity price environment.~~seasonal long position in natural gas. Our asset optimization group determines whether market conditions justify hedging these long positions through additional derivative transactions. We also contract with third parties for transportation and storage capacity in the wholesale market and are responsible for reservation and demand charges attributable to both our allocated and third-party contracted transportation and storage assets. Our asset optimization group utilizes these allocated and third-party transportation and storage assets in a variety of ways to either improve profitability or optimize supply-side counterparty credit lines.

~~Further, extreme weather conditions such~~

We frequently enter into spot market transactions in which we purchase and sell natural gas at the same point or we purchase natural gas at one location and ship it using our pipeline capacity for sale at another location, if we are able to capture a margin. We view these spot market transactions as ~~hurricanes, droughts, heat waves, winter storms~~low risk because we enter into the buy and ~~severe weather associated~~sell transactions on a back-to-back basis. We also act as an intermediary for market participants who need assistance with ~~climate change could cause these seasonal fluctuations~~short-term procurement requirements. Consumers and suppliers contact us with a need for a certain quantity of natural gas to be ~~more pronounced. Destruction caused by severe weather events, such as hurricanes, tornadoes, severe thunderstorms, snow~~bought or sold at a specific location. When this occurs, we are able to use our contacts in the wholesale market to source the requested supply and ~~ice storms, can result~~capture a margin in ~~lost operating revenues.~~these transactions.

Our risk policies require that optimization activities be limited to back-to-back purchase and sale transactions, or open positions subject to aggregate net open position limits, which are not held for a period longer than two months. Furthermore, all additional capacity procured outside of a utility allocation of retail assets must be approved by a risk committee. Hedges of our firm transportation obligations are limited to two years or less and hedging of interruptible capacity is prohibited.

Risk Management

We operate under a set of corporate risk policies and procedures relating to the purchase and sale of electricity and natural gas, general risk management and credit and collections functions. Our in-house energy supply team is

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responsible for managing our commodity positions (including energy, capacity, transmission, renewable energy, and resource adequacy requirements) within our risk management policies. We attempt to increase the predictability of cash flows by following our hedging strategies.

Our risk committee has control and authority over all of our risk management activities. The risk committee establishes and oversees the execution of our credit risk management policy and our commodity risk policy. The risk management policies are reviewed at least annually by the risk management committee and ~~hedging procedures may not mitigate~~such committee typically meets quarterly to assure that we have followed these policies. The risk ~~as planned, and~~committee also seeks to ensure the application of our risk management policies to new products that we may ~~fail~~offer. The risk committee is comprised of our Chief Executive Officer and our Chief Financial Officer, who meet on a regular basis to ~~fully~~review the status of the risk management activities and positions. Our risk team reports directly to our Chief Financial Officer and their compensation is unrelated to trading activity. Commodity positions are typically reviewed and updated daily based on information from our customer databases and pricing information sources. The risk policy sets volumetric limits on intra-day and end of day long and short positions in natural gas and electricity. With respect to specific hedges, we have established and approved a formal delegation of authority policy specifying each trader's authorized volumetric limits based on instrument type, lead time (time to trade flow), fixed price volume, index price volume and tenor (trade flow) for individual transactions. The risk team reports to the risk committee any hedging transactions that exceed these delegated transaction limits. The various risks we face in our risk management activities are discussed below.

Commodity Price and Volumetric Risk

Because our contracts require that we deliver full natural gas or ~~effectively hedge our commodity supply and price risk.~~

~~To provide energy~~electricity requirements to our customers and because our customers’ usage can be impacted by factors such as weather, we may periodically purchase ~~commodities in~~more or less commodity than our aggregate customer volumetric needs. In buying or selling excess volumes, we may be exposed to commodity price volatility. In order to address the ~~wholesale energy markets, which are often highly volatile.~~ potential volumetric variability of our monthly deliveries for fixed-price customers, we implement various hedging strategies to attempt to mitigate our exposure.

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 fixed-price exposure. The efficacy of our risk management program may be adversely impacted by unanticipated events and costs that we are not able to effectively hedge, including abnormal customer attrition and consumption, certain variable costs associated with electricity grid reliability, pricing differences in the local markets for local delivery of commodities, unanticipated events that impact supply and demand, such as extreme weather, and abrupt changes in the markets for, or availability or cost of, financial instruments that help to hedge commodity price.

Variability in customer demand is primarily impacted by weather. We use utility-provided historical and/or forward projected customer volumes as a basis for our forecasted volumes and mitigate the risk of seasonal volume fluctuation for some customers by purchasing excess fixed-price hedges within our volumetric tolerances. Should seasonal demand exceed our weather-normalized projections, we may experience a negative impact on our financial results.

From time to time, we also take further measures to reduce price risk and optimize our returns by: (i) maximizing the use of natural gas storage in our daily balancing market areas in order to give us the flexibility to offset volumetric variability arising from changes in winter demand; (ii) entering into daily swing contracts in our daily balancing markets over the winter months to enable us to increase or decrease daily volumes if demand increases or decreases; and (iii) purchasing out-of-the-money call options for contract periods with the highest seasonal volumetric risk to protect against steeply rising prices if our customer demands exceed our forecast. Being geographically diversified in our delivery areas also permits us, from time to time, to employ assets not being used in one area to other areas, thereby mitigating potential increased costs for natural gas that we otherwise may have had to acquire at higher prices to meet increased demand.

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We utilize New York Mercantile Exchange (“NYMEX”) settled financial instruments to offset price risk associated with volume commitments under fixed-price contracts. The valuation for these financial instruments is calculated daily based on the NYMEX Exchange published closing price, and they are settled using the NYMEX Exchange’s published settlement price at their maturity.

Basis Risk

We are exposed to basis risk in our operations when the commodities we hedge are sold at different delivery points from the exposure we are seeking to hedge. For example, if we hedge our natural gas commodity price with Chicago basis but physical supply must be delivered to the individual delivery points of specific utility systems around the Chicago metropolitan area, we are exposed to ~~basis~~the risk that prices may differ between the Chicago ~~basis~~delivery point and the individual utility system delivery points. These differences can be significant from time to time, particularly during extreme, unforecasted cold weather conditions. Similarly, in certain of our electricity markets, customers pay the load zone price for electricity, so if we purchase supply to be delivered at a hub, we may have basis risk between the hub and the load zone electricity prices due to local congestion that is not reflected in the hub price. We attempt to hedge basis risk where possible, but hedging instruments are ~~sometimes~~occasionally not economically feasible or available in the smaller quantities that we require.

~~Additionally, assumptions~~

Customer Credit Risk

Our credit risk management policies are designed to limit customer credit exposure. Credit risk is managed through participation in purchase of receivables ("POR") programs in utility service territories where such programs are available. In these markets, we monitor the credit ratings of the local regulated utilities and the parent companies of the utilities that purchase our customer accounts receivable. We also periodically review payment history and financial information for the local regulated utilities to ensure that we ~~use~~identify and respond to any deteriorating trends. In non-POR markets, we assess the creditworthiness of new applicants, monitor customer payment activities and administer an active collection program. Using risk models, past credit experience and different levels of exposure in ~~establishing~~each of the markets, we monitor our ~~hedges may reduce~~receivable aging, bad debt forecasts and actual bad debt expenses and adjust as necessary.

In territories where POR programs have been established, the ~~effectiveness~~local regulated utility purchases our receivables, and then becomes responsible for billing and collecting payment from the customer. In return for their assumption of risk, we receive slightly discounted proceeds on the receivables sold. POR programs result in substantially all of our ~~hedging instruments. Considerations~~credit risk being linked to the applicable utility and not to our end-use customers in these territories. For the year ended December 31, 2022, approximately 59% of our retail revenues were derived from territories in which substantially all of our credit risk was directly linked to local regulated utility companies, all of which had investment grade ratings. During the same period, we paid these local regulated utilities a weighted average discount of approximately 0.9% of total revenues for customer credit risk. 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. If our subsequent collection efforts are unsuccessful, we return the account to the local regulated utility for termination of service to the extent the ability to terminate service has not been limited as a result of regulatory orders. Under these service programs, we are exposed to credit risk related to payment for services rendered during the time between when the customer is transferred to us by the local regulated utility and the time we return the customer to the utility for termination of service, which is generally one to two billing periods. We may also realize a loss on fixed-price customers in this scenario due to the fact that we will have already fully hedged the customer’s expected commodity usage for the life of the contract.

In non-POR markets (and in POR markets where we may choose to direct bill our customers), we manage customer credit risk through formal credit review in the case of commercial customers, and credit score screening, deposits and disconnection for non-payment, in the case of residential customers. Economic conditions may affect our ~~hedging policies include, but are not limited~~customers’ ability to ~~human error, assumptions about~~pay bills in a timely manner, which could increase customer ~~attrition, the relationship of prices at different trading or delivery points, assumptions about future weather,~~delinquencies and ~~our load forecasting models.~~may lead to an

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~~Our derivative instruments are subject to mark-to-market accounting requirements and are recorded on the consolidated balance sheet at fair value with changes~~increase 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.

~~In addition, we incur costs monthly~~bad debt expense. We maintain an allowance 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 integritydoubtful accounts, which represents our estimate of the grid. We may be unable to fully pass the higher cost of ancillary reserves and reliability services through to our customers, and increases in the cost of these ancillary reserves and reliability services could negatively impact our results of operations.

Many of the natural gas utilities we serve allocate a share of transportation and storage capacity to us as a part of their competitive market operations. We are required to fill our allocated storage capacity with natural gas, which creates commodity supply and price risk. Sometimes we cannot hedge the volumespotential credit losses associated with accounts receivable from customers within these assets because they are too small compared to the much larger bulk transaction volumes required for trades in the wholesale market or it is not economically feasible to do so. 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.

~~ESCOs face risks dueto increased and rapidly changing regulations and increasing monetary fines by the state regulatory agencies.~~markets.

~~The retail energy industry is highly regulated. Regulations may be changed or reinterpreted~~We assess the adequacy of the allowance for doubtful accounts through review of an aging of customer accounts receivable and ~~new laws and regulations applicable to our business could be implemented~~general economic conditions in the ~~future. To~~markets that we serve. Our bad debt expense for the ~~extent that the competitive restructuring~~year ended December 31, 2022 was $6.9 million, or 1.5% of retail ~~electricity~~revenues. See “Management’s Discussion and ~~natural gas markets is reversed, altered or discontinued, such changes could have~~Analysis of Financial Condition and Results of Operations—Drivers of Our Business—Customer Credit Risk” for a ~~detrimental impact on~~more detailed discussion of our ~~business and overall financial condition.~~bad debt expense for the year ended December 31, 2022.

~~Some states are beginning~~We do not have high concentrations of sales volumes to ~~increase their regulation~~individual customers. For the year ended December 31, 2022, our largest customer accounted for less than 1% of ~~their~~total retail electricity and natural gas markets in an effort to increase consumer disclosures and ensure marketing practices are not misleading to consumers. In addition, the fines against ESCOs that regulators are seeking have increased dramatically in recent years. For example, in 2015 the Connecticut Legislature passed legislation providing that licensed electric suppliers in Connecticut could no longer offer variable rate products as Connecticut regulators believed that a variable rate product was inappropriate for residential consumers; however, no other state to date has followed Connecticut's legislation.energy sales.

~~The retail energy business is subject to a high level of federal, state and local regulations, which are subject to change.~~Counterparty Credit Risk in Wholesale Markets

~~Many governmental bodies regulate aspects~~We do not independently produce natural gas and electricity and depend upon third parties for our supply, which exposes us to wholesale counterparty credit risk in our retail and asset optimization activities. If the counterparties to our supply contracts are unable to perform their obligations, we may suffer losses, including those that occur as a result of being unable to secure replacement supplies of natural gas or electricity on a timely or cost-effective basis or at all. At December 31, 2022, approximately $1.9 million of our total exposure of $2.8 million was either with a non-investment grade counterparty or otherwise not secured with collateral or a guarantee.

Operational Risk

As with all companies, we are at risk from cyber-attacks (breaches, unauthorized access, misuse, computer viruses, or other malicious code or other events) that could materially adversely affect our business, or otherwise cause interruptions or malfunctions in our operations. We mitigate these risks through multiple layers of security controls including policy, hardware, and software security solutions. We also have engaged third parties to assist with both external and internal vulnerability scans and continually enhance awareness through employee education and accountability. During 2022, we did not experience any material loss related to cyber-attacks or other information security breaches.

Relationship with our Founder, Majority Shareholder, and Chief Executive Officer

We have historically leveraged our relationship with affiliates of our founder, majority shareholder and Chief Executive Officer, W. Keith Maxwell III (our “Founder”), to execute our strategy, including sourcing acquisitions, financing, and operations ~~and our failure to comply with these legal requirements can result in substantial penalties. In addition, new laws and regulations, including executive orders, or changes to or new interpretations~~support. Our Founder owns NG&E, which was formed for the purpose of existing laws and regulations by courts or regulatory authorities occur regularly, but are difficult to predict. Changes under a new president, administration and Congress in the U.S. are also difficult to predict. Any such variation could negatively impact thepurchasing retail energy ~~business, including our business, could substantially increase costs~~companies and retail customer books that may ultimately be resold to ~~achieve compliance or otherwise could have a material adverse effect on our cash flow, results of operations and financial condition.~~

~~For example, many electricity markets have rate caps, and changes~~us. This relationship has afforded us access to ~~these rate caps by regulators can impact future price exposure. Similarly, regulatory changes can result in new fees or charges~~opportunities that may not have otherwise been ~~anticipated when existing retail contracts were drafted, which can create financial exposure. Our ability~~available to ~~manage cost increases that result from regulatory changes will depend, in part, on how the “change in law provisions”~~us due to our size and availability of ~~our contracts are interpreted and enforced, among other factors.~~

~~Liability under the TCPA has increased significantly in recent years, and we face risks if we fail to comply.~~

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Our outbound telemarketing efforts and use of mobile messaging to communicate with our customers, which has increased in recent years, subjects us to regulation under the TCPA. Over the last several years, companies have been subject to significant liabilities as a result of violations of the TCPA, including penalties, fines and damages under class action lawsuits. Our failure to effectively monitor and comply with our activities that are subject to the TCPA could result in significant penalties and the adverse effects of having to defend and ultimately suffer liability in a class action lawsuit related to such non-compliance.

We are also subject to liability under the TCPA for actions of our third party vendors who are engaging in outbound telemarketing efforts on our behalf. The issue of vicarious liability for the actions of third parties in violation of the TCPA remains unclear and has been the subject of conflicting precedent in the federal appellate courts. 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.~~

We are subject to lawsuits, claims and regulatory proceedings arising in the ordinary course of our business from time to time, including several purported class action lawsuits involving sales practices, telemarketing and TCPA claims, as well as contract disclosure claims and breach of contract claims. These are in various stages and are subject to substantial uncertainties concerning the outcome.

~~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.~~

~~Our business is dependent on retaining licenses in the markets in which we operate.~~

Our business model is dependent on continuing to be licensed in existing markets. We may have a license revoked or not be granted a renewal of a license, or our license could be adversely conditioned or modified (e.g., by increased bond posting obligations). 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.capital.

We may engage in additional transactions with NG&E in the future and expect that any such transactions would be funded by a combination of cash, subordinated debt, or the issuance of Class A or Class B common stock. Actual consideration paid for the assets would depend, among other things, on our capital structure and liquidity at the time of any transaction. Although we believe our Founder would be incentivized to offer us additional acquisition opportunities, he and his affiliates are under no obligation to do so, and we are under no obligation to buy assets from them. Any acquisition activity involving NG&E or any other affiliate of our Founder will be subject to ~~risks in connection with acquisitions, which could cause us to fail to realize many of the anticipated benefits of such acquisitions.~~

~~We have grown our business in part through strategic acquisition opportunities from third parties~~negotiation and ~~from affiliates~~approval by a special committee of our ~~majority shareholder~~Board of Directors consisting solely of independent directors. Please see “Item 1A — Risk Factors” in this Annual Report for risks related to acquisitions and ~~may continue to do so in the future. Achieving the anticipated benefits of these~~ transactions ~~depends in part upon~~with our ability to identify accretive acquisition targets, accurately assess the benefits and risks of the acquisition prior to undertaking it, and the ability to integrate the acquired businesses in an efficient and effective manner. When we identify an acquisition candidate, there is a risk that we may be unable to negotiate terms that are beneficial to us. Additionally, even if we identify an accretive acquisition target, the successful acquisition of that business requires estimating anticipated cash flow and accretive value, evaluating potential regulatory challenges, retaining customers and assuming liabilities. The accuracy of these estimates is inherently uncertain and our assumptions may turn out to be incorrect.

Furthermore, when we make an acquisition, we may not be able to accomplish the integration process smoothly or successfully. The integration process could take longer than anticipated and could result in the loss of valuable employees, the disruption of our business, processes and systems or inconsistencies in standards, controls, procedures, practices, policies, compensation arrangements, distraction of management and significant costs, any of which could adversely affect our ability to achieve the anticipated benefits of the acquisitions. Further, we may have difficulty addressing possible differences in corporate cultures and management philosophies.affiliates.

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~~In many of our acquisition agreements,~~Competition

The markets in which we operate are ~~entitled to indemnification~~highly competitive. Our primary competition comes from the ~~counterparty for various matters, including breaches of representations, warranties~~incumbent utility and ~~covenants, tax matters,~~other independent retail energy companies. In the electricity sector, these competitors include larger, well-capitalized energy retailers such as Calpine Energy Solutions, LLC, Constellation Corporation, NRG Energy, Inc. and ~~litigation proceedings.~~Vistra Corp. We ~~generally obtain security to provide assurances that the counterparty could perform its indemnification obligations, which may be~~also compete with small local retail energy providers in the ~~form~~electricity sector that are focused exclusively on certain markets. Each market has a different group of ~~escrow accounts, payment withholding or other methods. However,~~local retail energy providers. In the natural gas sector, our national competitors are primarily NRG, Inc. Energy and Constellation Energy Group, Inc. Our national competitors generally have diversified energy platforms with multiple marketing approaches and broad geographic coverage similar to ~~the extent that we do not obtain security, or the security turns out to be inadequate, there~~us. Competition in each market is ~~a risk that the counterparty may fail to perform~~based primarily on ~~its indemnification obligations, which could result~~product offering, price and customer service. The number of competitors in our markets varies. In well-established markets in the ~~losses being incurred by us.~~Northeast and Texas we have hundreds of competitors, while in other markets the competition is limited to several participants. Markets that offer POR programs are generally more competitive than those markets in which retail energy providers bear customer credit risk.

Our ability to ~~grow at levels experienced historically may be constrained if the market for acquisition candidates is limited and we are unable~~compete depends on our ability to ~~make acquisitions of portfolios of~~convince customers ~~and retail energy companies on commercially reasonable terms.~~

~~Pursuant~~to switch to our ~~cash dividend policy, we distribute a significant portion~~products and services, renew services with customers upon expiration of ~~our cash through regular quarterly dividends,~~their contract terms, and our ability to ~~grow~~offer products at attractive prices. Many local regulated utilities and ~~make acquisitions~~their affiliates may possess the advantages of name recognition, longer operating histories, long-standing relationships with ~~cash on hand~~their customers and access to financial and other resources, which could ~~be limited.~~

~~Pursuant~~pose a competitive challenge to us. As a result of our ~~cash dividend policy, we~~competitors' advantages, many customers of these local regulated utilities may decide to stay with their longtime energy provider if they have ~~historically distributed and intend~~been satisfied with their service in the ~~future~~past. In addition, competitors may choose to ~~distribute, a significant portion of our cash through regular quarterly dividends~~offer more attractive short-term pricing to ~~holders of our Class A common stock and dividends on our Series A Preferred Stock. As such, our growth may not be as fast as that of businesses that reinvest~~increase their available cash to expand ongoing operations, and we may have to rely upon external financing sources, including the issuance of debt, equity securities, convertible subordinated notes and borrowings under our Senior Credit Facility and Subordinated Facility. These sources may not be available, and our ability to grow and maintain our business may be limited.

We may have liquidity needs that would prevent us from continuing our historical practice as it relates to the payment of dividends on our Class A common stock and Series A Preferred Stock. The primary factor that would lead to a change in the dividend policy would be decreased liquidity due to decreasing customer book.market share.

~~We may not be able to manage our growth successfully.~~

~~The growth~~Seasonality of our operations will depend upon our ability to expand our customer base in our existing markets and to enter new markets in a timely manner at reasonable costs, organically or through acquisitions. In order for us to recover expenses incurred in entering new markets and obtaining new customers, we must attract and retain customers on economic terms and for extended periods. Customer growth depends on several factors outside of our control, including economic and demographic conditions, such as population changes, job and income growth, housing starts, new business formation and the overall level of economic activity. 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.Our Business

State regulations may adversely impact customer acquisition and renewal revenue and profitability, and organic growth. For example, New York State limits the types of services energy retailer marketers may offer new customers or renewals, in terms of pricing for non-renewable commodities and renewable product offerings.

Expanding our operations also may require continued development of our operating and financial controls and may place additional stress on our management and operational resources. We may be unable to manage our growth and development successfully.

~~Our financial results fluctuate on a seasonal, quarterly and annual basis.~~

Our overall operating results fluctuate substantially on a seasonal ~~quarterly and annual~~ basis depending on: ~~(1)~~(i) the geographic mix of our customer base; ~~(2)~~(ii) the relative concentration of our commodity mix; ~~(3)~~(iii) weather conditions, which directly influence the demand for natural gas and electricity and affect the prices of energy commodities; and ~~(4)~~(iv) variability in market prices for natural gas and electricity. These factors can have material short-term impacts on monthly and quarterly operating results, which may be misleading when considered outside of the context of our annual operating cycle. ~~In addition, our~~

Our accounts payable and accounts receivable are impacted by seasonality due

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to the timing differences between when we pay our suppliers for accounts payable versus when we collect from our customers on accounts receivable. We typically pay our suppliers for purchases of natural gas on a monthly basis and electricity on a weekly basis. However, it takes approximately two months from the time we deliver the electricity or natural gas to our customers before we collect from our customers on accounts receivable attributable to those product deliveries. This timing difference ~~could affect~~affects our cash flows, especially during peak cycles in the winter and summer months. ~~Furthermore,~~

Natural gas accounted for approximately 24% of our retail revenues for the year ended December 31, 2022, which exposes us to a high degree of seasonality in our cash flows and income earned throughout the year as a result of the ~~seasonality~~high concentration of ~~our business, we may reserve a portion of our excess cash available for distribution~~heating load in the ~~first~~winter months. We utilize a considerable amount of cash from operations and ~~fourth quarters in order~~borrowing capacity to fund working capital, which includes inventory purchases from April through October each year. We sell our ~~second~~natural gas inventory during the months of November through March of each year. We expect that the significant seasonality impacts to our cash flows and ~~third quarter distributions.~~income will continue in future periods.

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

Regulatory Environment

We operate 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. As a result of this accounting treatment, changes in the forward prices ofhighly regulated natural gas and electricity ~~cause volatility~~retail sales industry in all of our ~~quarterly~~respective jurisdictions, and ~~annual earnings, which we are unable~~must comply with the legislation and regulations in these jurisdictions in order to ~~fully anticipate.~~

maintain our licenses to operate. We ~~could~~must also ~~incur volatility from quarter to quarter associated~~comply with ~~gains and losses on settled hedges relating to natural gas held in inventory if we choose to hedge~~ the summer-winter spread on our retail allocated storage capacity. We typically purchase natural gas inventory and store it from April to October for withdrawal from November through March. Since a portion of the inventory is used to satisfy delivery obligations to our fixed-price customers over the winter months, we hedge the associated price risk using derivative contracts. Any gains or losses associated with settled derivative contracts are reflected in the statement of operations as a component of retail cost of sales and net asset optimization.

~~We may have difficulty retaining our existing customers or obtaining a sufficient number of new customers, due to competition and for other reasons.~~

The markets in which we compete are highly competitive, and we may face difficulty retaining our existing customers or obtaining new customers due to competition. We encounter significant competition from local regulated utilities or their retail affiliates and traditional and new retail energy providers. Competitors may offer different products, lower prices, and other incentives, which may attract customers away from our business. Many of these competitors or potential competitors are larger than us, have access to more significant capital resources, have stronger vendor relationships, have more well-established brand names and have larger existing installed customer bases.

Additionally, existing customers may switch to other retail energy service providers during their contract terms in the event of a significant decrease in the retail price of natural gas or electricityapplicable regulations in order to obtain ~~more favorable prices. 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. We may be unable to obtain new customers or maintain our existing customers due to competition or otherwise.

~~Increased collateral requirements in connection with our supply activities may restrict our liquidity.~~

Our contractual agreements with certain local regulated utilities and our supplier counterparties require us to maintain restricted cash balances or letters of credit as collateral for credit risk or the performance risk associated with the future delivery of natural gas or electricity. These collateral requirements may increase as we grow our customer base. Collateral requirements will increase based on the volume or cost of the commodity we purchase in any given month and the amount of capacity or service contracted for with the local regulated utility. Significant changes in market prices also can result in fluctuations in the collateral that local regulated utilities or suppliers require.

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~~credit markets, such as interest rate spreads~~jurisdictions in which we plan to compete. Licensing requirements vary by state, but generally involve regular, standardized reporting in order to maintain a license in good standing with the state commission responsible for regulating retail electricity and gas suppliers. We believe there is potential for changes to state legislation and regulatory measures addressing licensing requirements that may impact our business model in the ~~cost of financing between different levels of credit ratings. These liquidity requirements may be greater than we anticipate or are able to meet.~~

Weapplicable jurisdictions. In addition, as further discussed below, our marketing activities and customer enrollment procedures are subject to ~~direct credit risk for certain customers who may fail~~rules and regulations at the state and federal levels, and failure to ~~pay their bills as they become due.~~comply with requirements imposed by federal and state regulatory authorities could impact our licensing in a particular market. See "Risk Factors—We face risks due to increasing regulation of the retail energy industry at the state level."

~~We bear direct credit risk related~~

New Jersey and Connecticut

Certain state commissions have begun efforts to restrict the ability of retail suppliers to “pass through” costs to customers ~~located~~associated with certain changes in ~~markets~~law or regulatory requirements. For example, on January 22, 2019, the New Jersey Board of Public Utilities (“NJ BPU”) sent a cease and desist letter to third party suppliers (“TPS”) in New Jersey instructing that a TPS may not charge a customer rate that is higher than the fixed rate applicable during the period for which that rate was fixed. The letter notified TPS that such increases were prohibited and instructed TPS to refund customers amounts charged in excess of the applicable fixed rate. Parties have challenged the NJ BPU’s letter and it is not ~~implemented POR programs~~clear at this time whether refunds will be required. Similarly, the Connecticut Public Utilities Regulatory Authority (“PURA”) opened a docket after receiving complaints regarding increases by suppliers to certain fixed-price supplier contracts due to change in law triggers. PURA will consider whether suppliers’ actions constitute unfair and deceptive trade practices or otherwise violates applicable laws. These state actions provide examples where the Company may be required to assume costs that it otherwise would pass on to customers under its change in law provisions and potentially provide refunds to certain customers.

Other Regulations

Our marketing efforts to consumers, including but not limited to telemarketing, door-to-door sales, direct mail and online marketing, are subject to consumer protection regulation including state deceptive trade practices acts, Federal Trade Commission ("FTC") marketing standards, and state utility commission rules governing customer solicitations and enrollments, among others. By way of example, telemarketing activity is subject to federal and state do-not-call regulation and certain enrollment standards promulgated by state regulators. Door-to-door sales are governed by the FTC’s “Cooling-Off Rule" as well as ~~indirect credit risk~~state-specific regulation in ~~those POR~~many jurisdictions. In markets that pass collection efforts along to us after a specified non-payment period. For the year ended December 31, 2021, customers in non-POR markets represented approximately 41% 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 conduct customer credit checks, these checks are subject to the requirements of the Fair Credit Reporting Act. Violations of the rules and regulations governing our marketing and sales activity could impact our license to operate ~~we cannot disconnect their natural gas~~in a particular market, result in suspension or ~~electricity service. In POR markets where the local regulated utility has the~~otherwise limit our ability to ~~return non-paying customers~~conduct marketing activity in certain markets, and potentially lead to ~~us after specified periods, we~~private actions against us. Moreover, there is potential for changes to legislation and regulatory measures applicable to our marketing measures that may realize a loss for one to two billing periods until we can terminate these customers’ contracts. We may also realize a loss on fixed-price customers in this scenario due to the fact that we will have already fully hedged the customer’s expected commodity usage for the lifeimpact our business models.

Recent interpretations of the ~~contract~~Telephone Consumer Protection Act of 1991 (the “TCPA”) by the Federal Communications Commission (“FCC”) have introduced confusion regarding what constitutes an “autodialer” for purposes of determining compliance under the TCPA. Also, additional restrictions have been placed on wireless telephone numbers making compliance with the TCPA more costly. See “Risk Factors—Risks Related to Our Business and Our Industry—Liability under the TCPA has increased significantly in recent years, and we ~~also remain liable~~face risks if we fail to comply.”

As compliance with the federal TCPA regulations and state telemarketing regulations becomes increasingly costly and as door-to-door marketing becomes increasingly risky both from a regulatory compliance perspective, and from the risk of such activities drawing class action litigation claims, we and our ~~suppliers~~peers who rely on these sales channels will find it more difficult than in the past to engage in direct marketing efforts. In response to these risks, we are experimenting with new technologies, such as a web-based application to process door-to-door sales enrollments with direct input by the consumer. This application can be accessed using tablets or any smart phone device, which enhances and expands the opportunities to market directly to customers.

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Our participation in natural gas and electricity wholesale markets to procure supply for our retail customers and hedge pricing risk is subject to regulation by the ~~cost of our supply commodities. Furthermore,~~Commodity Futures Trading Commission (the "CFTC"), including regulation pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act. In order to sell electricity, capacity and ancillary services in the ~~Texas market,~~wholesale electricity markets, we are ~~responsible~~required to have market-based rate authorization, also known as “MBR Authorization,” from the Federal Energy Regulatory Commission ("FERC"). We are required to make status update filings to FERC to disclose any affiliate relationships and quarterly filings to FERC regarding volumes of wholesale electricity sales in order to maintain our MBR Authorization. We are also required to seek prior approval by FERC to the extent any direct or indirect change in control occurs with respect to entities that hold MBR Authorization.

The transportation and sale for ~~billing~~resale of natural gas in interstate commerce are regulated by agencies of the ~~distribution charges~~U.S. federal government, primarily FERC under the Natural Gas Act of 1938, the Natural Gas Policy Act of 1978 and regulations issued under those statutes. FERC regulates interstate natural gas transportation rates and service conditions, which affects our ability to procure natural gas supply for our retail customers and hedge pricing risk. Since 1985, FERC has endeavored to make natural gas transportation more accessible to natural gas buyers and sellers on an open and non-discriminatory basis. FERC’s orders do not attempt to directly regulate natural gas retail sales. As a shipper of natural gas on interstate pipelines, we are subject to those interstate pipelines' tariff requirements and FERC regulations and policies applicable to shippers.

In December 2007, FERC issued Order 704, a final rule on the annual natural gas transaction reporting requirements, as amended by subsequent orders on rehearing. Under Order 704, wholesale buyers and sellers of more than 2.2 million MMBtus of physical natural gas in the previous calendar year, including natural gas gatherers and marketers, are required to report, on May 1 of each year, aggregate volumes of natural gas purchased or sold at ~~risk for these charges,~~wholesale in ~~addition~~the prior calendar year to the ~~cost~~extent such transactions utilize, contribute to, or may contribute to the formation of price indices. It is the responsibility of the ~~commodity, in~~reporting entity to determine which individual transactions should be reported based on the ~~event customers fail~~guidance of Order 704. Order 704 also requires market participants to ~~pay~~indicate whether they report prices to any index publishers, and if so, whether their ~~bills. Changing economic factors, such as rising unemployment rates~~reporting complies with FERC’s policy statement on price reporting. As a wholesale buyer and ~~energy prices also result in a higher risk~~seller of ~~customers being unable to pay their bills when due.~~

In addition, the ongoing COVID-19 pandemic has caused regulatory agencies and other governmental authorities to take, and potentially continue to take, emergency or other actions in light of the pandemic that continue to impact us, including prohibiting the termination of service for non-payment during the current COVID-19 pandemic, requiring deferred payment plans for certain customers unable to pay their bill, and utilities increasing POR fees they charge us in an effort to recoup their bad debts losses. Because of the time lag between the delivery of electricity and natural gas, ~~the issuance of an invoice, and the customer’s payment due date, there may be a substantial lag in time before~~ we are ~~able~~subject to ~~determine specific trends in bad debt expense as~~the reporting requirements of Order 704.

Employees

As of December 31, 2022, we employed 160 full-time employees. Our employees are not represented by a ~~result of COVID-19. These actions taken by regulatory agencies~~collective bargaining unit. We have not experienced any strikes or work stoppages and ~~governmental authorities may impact~~consider our ~~financial results, cash flow and liquidity and the duration of these changes are unknown. At this time, we are unable~~relations with our employees to ~~predict the impact that this or other related events may have on our collection efforts due to non-payment.~~be satisfactory.

We ~~depend on~~are dedicated to attracting and retaining talent across a variety of backgrounds, with varying experiences, perspectives and ideas, while having an inclusive culture. As of December 31, 2022, approximately 49% of our workforce was male and 51% female. We encourage and support the ~~accuracy~~development of ~~data in~~ our ~~information management systems, which subjects us~~employees wherever possible, and seek to ~~risks.~~fill positions through promotions and transfers within the organization. Continued learning and career development is advanced through ongoing performance and development conversations with employees and internally developed training programs.

We ~~depend on~~provide competitive compensation and benefits programs to our employees. These programs include, subject to eligibility policies, a 401(k) Plan, healthcare and insurance benefits, long term incentive awards in the ~~accuracy~~form of restricted stock units to certain employees, health savings and ~~timeliness of our information management systems for billing, collections, consumption~~flexible spending accounts, paid time off, family leave and ~~other important data. We rely on many internal and external sources for this information, including:~~employee assistance programs.

•~~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.~~

~~Inaccurate or untimely information, which may be outside of our direct control, could result in:~~

•~~inaccurate and/or untimely bills sent to customers;~~

•~~incorrect tax remittances;~~

•~~reduced effectiveness and efficiency of our operations;~~

•~~inability to adequately hedge our portfolio;~~

•~~increased overhead costs;~~

•~~inaccurate accounting and reporting of customer revenues, gross margin and accounts receivable activity;~~

•~~inaccurate measurement of usage rates, throughput and imbalances;~~

•~~customer complaints; and~~

•~~increased regulatory scrutiny.~~

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We ~~are also subject~~strive to ~~disruptions~~be a good corporate citizen by being involved with numerous local community and charitable organizations through financial contributions and volunteer events. To encourage volunteerism, we offer paid time off to employees to volunteer 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.the community during work hours.

~~Cyberattacks and data security breaches could adversely affect our business.~~Facilities

~~Cybersecurity risks have increased~~Our corporate headquarters is located in recent years as a result of the proliferation of new technologies and the increased sophistication, magnitude and frequency of cyberattacks and data security breaches. A cyber-attack on our information management systems or those of our vendors could severely disrupt business operations, preventing us from billing and collecting revenues, and could result in significant expenses to investigate and repair security breaches or system damage, lead to litigation, fines, other remedial action, heightened regulatory scrutiny, diminished customer confidence and damage to our reputation. 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. 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. 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.Houston, Texas.

~~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. Our vendors may fail to operate in accordance with the terms of the outsourcing agreement, be subject to cyber-security attacks, or a bankruptcy or other event may prevent them from performing under our outsourcing agreement.

For example, on November 1, 2021, we were informed by one of our vendors that we use for third party verification services that it was the target of a ransomware attack. We use third party verification services to review and confirm a customer’s non-financial information for accuracy at the time of enrollment. Upon learning of this event, we immediately worked with the vendor to confirm the nature and scope of the attack and the data at issue, including how it relates to our customers and operations. After a thorough investigation, we believe that there was no impact to us. However, we remain subject to risk through our vendors and future events or additional developments that could have a material adverse impact on us.

~~A large portion of our current customers are concentrated in a limited number of states, making us vulnerable to customer concentration risks.~~

As of December 31, 2021, approximately 64% of our RCEs were located in five states. Specifically, 17%, 16%, 13%, 9% and 8% of our customers on an RCE basis were located in TX, PA, NY, MA, and NJ respectively. If we are unable to increase our market share across other competitive markets or enter into new competitive markets effectively, we may be subject to continued or greater customer concentration risk. The states that contain a large percentage of our customers could reverse regulatory restructuring or change the regulatory environment in a manner that causes us to be unable to operate economically in that state.

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.

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purchase RECs or carbon offsets and as part of sustainability efforts have made a corporate commitment to fully offset 100% of customer volume beginning on April 1, 2021 with 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. We attempt to forecast the price for the required RECs and carbon offsets at the end of each month and incorporate this forecast into our customer pricing models, but the price paid for RECs and carbon offsets may be higher than forecasted. 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. 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. 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.

~~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. 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. Further, if our products are not attractive to, or do not generate sufficient revenue for our vendors, we may lose our existing relationships. In addition, the decline in landlines reduces the number of potential customers that may be reached by our telemarketing efforts and, as a result, our telemarketing sales channel may become less viable and we may be required to use more door-to-door marketing. Door-to-door marketing is continually under scrutiny by state regulators and legislators, which may lead to new rules and regulations that impact our ability to use these channels.

Due to the COVID-19 pandemic, certain public utility commissions, regulatory agencies, and other governmental authorities in most of our markets continue to maintain orders prohibiting energy services companies from door-to-door marketing, and in some cases telemarketing, during the pandemic, which has restricted some of the manners we use to market for organic sales. In response, the Company has focused on development of products and channels, partners for web sales, as well as accelerating its telemarketing sales quality programs. In November, 2020, the Company began active door-to-door marketing activities in certain markets where allowed by states’ regulations. We believe that the telemarketing and door-to-door restrictions will continue to lessen over time, but we cannot provide any certainty that these marketing channels will not undergo future restrictions.

~~Our vendors may expose us to risks.~~

We are subject to reputational risks that may arise from the actions of our vendors and their independent contractors that are wholly or partially beyond our control, such as violations of our marketing policies and procedures as well as any failure to comply with applicable laws and regulations. If our vendors engage in marketing practices that are not in compliance with local laws and regulations, we may be in breach of applicable laws and regulations that may result in regulatory proceedings, disadvantageous conditioning of our energy retailer license, or the revocation of our energy retailer license. Unauthorized activities in connection with sales efforts by agents of our vendors, including calling consumers in violation of the TCPA and predatory door-to-door sales tactics and fraudulent misrepresentation could subject us to class action lawsuits against which we will be required to defend. Such defense efforts will be costly and time consuming. In addition, the independent contractors of our vendors may consider us to be their employer and seek compensation.

We rely on third party vendors for our customer billing and transactions platform that exposes us to third party performance risk and cyber-security risk. We have outsourced our back office customer verification, billing and transactions platforms to third party vendors, and we rely heavily on the continued performance of the vendors under our current outsourcing agreement. Our vendors may fail to operate in accordance with the terms of the

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~~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

•We have identified a material weakness in our internal control over financial reporting which could, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner, decrease investor confidence in us, and reduce the value of our Class A common stock and Series A Preferred 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.

•The Class A common stock and Series A Preferred Stock are subordinated to our existing and future debt obligations.

•Numerous factors may affect the trading price of the Class A common stock and Series A Preferred Stock.

•Our Founder holds a substantial majority of the voting power of our common stock.

•Holders of Series A Preferred Stock have extremely limited voting rights.

•Future sales of our Class A common stock and Series A Preferred Stock in the public market could reduce the price of the Class A common stock and Series A Preferred Stock, and may dilute your ownership in us.

•We have issued preferred stock and may continue to do so, and the terms of such preferred stock could adversely affect the voting power or value of our Class A common stock.

•The Series A Preferred Stock is not rated.

•The Change of Control Conversion Right may make it more difficult for a party to acquire us or discourage a party from acquiring us.

•Changes in the method of determining the London Interbank Offered Rate (“LIBOR”), or the replacement of LIBOR with an alternative reference rate, may adversely affect the floating dividend rate of our Series A Preferred Stock.

•A substantial increase in the Three-Month LIBOR Rate or an alternative rate could negatively impact our ability to pay dividends on the Series A Preferred Stock and Class A common 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.

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PART I.

Items 1 & 2. Business and Properties

General

We are an independent retail energy services company founded in 1999 and are organized as a Delaware corporation that provides residential and commercial customers in competitive markets across the United States with an alternative choice for their natural gas and electricity. We purchase our electricity and natural gas supply from a variety of wholesale providers and bill our customers monthly for the delivery of electricity and natural gas based on their consumption at either a fixed or variable price. Electricity and natural gas are then distributed to our customers by local regulated utility companies through their existing infrastructure.

Our business consists of two operating segments:

Our Operations

As of December 31, 2022, we operated in 102 utility service territories across 19 states and the District of Columbia and had approximately 331,000 residential customer equivalents (“RCEs”). An RCE is an industry standard measure of natural gas or electricity usage with each RCE representing annual consumption of 100 MMBtu of natural gas or 10 MWh of electricity. We serve natural gas customers in fifteen states (Arizona, California, Colorado, Connecticut, Florida, Illinois, Indiana, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York, Ohio and Pennsylvania) and electricity customers in twelve states (Connecticut, Delaware, Illinois, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Ohio, Pennsylvania and Texas) and the District of Columbia using seven brands (Electricity Maine, Electricity N.H., Major Energy, Provider Power Mass, Respond Power, Spark Energy, and Verde Energy).

Customer Contracts and Product Offerings

Fixed and variable-price contracts

We offer a variety of fixed-price and variable-price service options to our natural gas and electricity customers. Under our fixed-price service options, our customers purchase natural gas and electricity at a fixed price over the life of the customer contract, which provides our customers with protection against increases in natural gas and electricity prices. Our fixed-price contracts typically have a term of one to two years for residential customers and up to four years for commercial customers, and most provide for an early termination fee in the event that the customer terminates service prior to the expiration of the contract term. In a typical market, we offer fixed-price electricity plans for 6, 12 and 24 months and fixed-price natural gas plans from 12 to 24 months, which may or may not provide for a monthly service fee and/or a termination fee, depending on the market and customer type. Our variable-price service options carry a month-to-month term and are priced based on our forecasts of underlying commodity prices and other market and business factors, including the competitive landscape in the market and the regulatory environment, and may also include a monthly service fee depending on the market and customer type. Our variable plans may or may not provide for a termination fee, depending on the market and customer type.

The fixed/variable splits of our RCEs were as follows as of December 31, 2022:

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Green products and renewable energy credits

The reduction of carbon emission has become a major focus around the world. We offer renewable and carbon neutral (“green”) products in several markets. Green energy products are a growing market opportunity and typically provide increased unit margins as a result of improved customer satisfaction. Renewable electricity products allow customers to choose electricity sourced from wind, solar, hydroelectric and biofuel sources, through the purchase of renewable energy credits (“RECs”). A REC is a market-based instrument that represents the realized renewable attributes of renewable-based power generation. When we procure RECs on behalf of our customers, we are claiming their share of renewable generation that was delivered to the electric grid, directly supporting renewable generators.

Customer Acquisition and Retention

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acquisition costs in determining which markets we enter and the pricing of our products in those markets. Accordingly, our results are significantly influenced by our customer acquisition costs.

As a result of the COVID-19 pandemic, certain public utility commissions, regulatory agencies, and other governmental authorities in all of our markets have issued orders that impact the way we have historically acquired customers, such as door to door marketing. Our reduced marketing resulted in significantly reduced customer acquisition costs during 2020 and 2021 compared to historical amounts. As these orders have largely expired, our customer acquisition costs with respect to door to door marketing has increased during 2022. We are unable to predict our future customer acquisition costs at this time. Please see “Item 1A—Risk Factors” in this “Annual Report.”

Organic Growth

We use organic sales strategies to both maintain and grow our customer base by offering products providing options for term flexibility, price certainty, variable rates and/or green product offerings. We manage growth on a market-by-market basis by developing price curves in each of the markets we serve and create product offerings in which our targeted customer segments find value. The attractiveness of a product from a consumer’s standpoint is based on a variety of factors, including overall pricing, price stability, contract term, sources of generation and environmental impact and whether or not the contract provides for termination and other fees. Product pricing is also based on several other factors, including the cost to acquire customers in the market, the competitive landscape and supply issues that may affect pricing.

Once a product has been created for a particular market, we then develop a marketing campaign. We identify and acquire customers through a variety of sales channels, including our inbound customer care call center, outbound calling, online marketing, opt-in web-based leads, email, direct mail, door-to-door sales, affinity programs, direct sales, brokers and consultants. For residential customers, we have historically used indirect sales brokers, web based solicitation, door-to-door sales, outbound calling, and other methods. For 2022, the largest channels were direct sales, telemarketing and web-based sales. We typically use brokers or direct marketing to obtain C&I customers, which are typically larger and have greater natural gas and electricity requirements. At December 31, 2022, our customer base was 67% residential and 33% C&I customers. In our sales practices, we typically employ multiple vendors under short-term contracts and have not entered into any exclusive marketing arrangements with sales vendors. Our marketing team continuously evaluates the effectiveness of each customer acquisition channel and makes adjustments in order to achieve targeted growth and manage customer acquisition costs. We strive to maintain a disciplined approach to recovery of our customer acquisition costs within defined periods.

Acquisitions

We actively monitor acquisition opportunities that may arise in the domestic acquisition market, and seek to acquire portfolios of customers and broker book acquisitions, as well as retail energy companies utilizing some combination of cash and borrowings under our senior secured borrowing base credit facility ("Senior Credit Facility), the issuance of common or preferred stock, or other financing arrangements. Historically, our customer acquisition strategy has been executed using both third parties and through affiliated relationships. See “—Relationship with our Founder, Majority Shareholder and Chief Executive Officer” for a discussion of affiliate relationships.

The following table provides a summary of our acquisitions over the past five years:

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Company / Portfolio

Date Completed

RCEs

Segment

Acquisition Source

HIKO Energy, LLC

March 2018

29,000

Natural Gas
Electricity

Third Party

Customer Portfolio

December 2018

35,000

Natural Gas
Electricity

Affiliate

Customer Portfolio

May 2019

60,000

Natural Gas
Electricity

Third Party

Customer Portfolio

May 2021

45,000

Electricity

Third Party

Customer Portfolio

July 2021

33,000

Natural Gas

Third Party

Customer Portfolio (1)

January 2022

69,000

Natural Gas
Electricity

Third Party

Customer Portfolio

August 2022

18,700

Natural Gas

Third Party

(1) These RCEs are related to broker contracts we acquired as part of asset purchase agreements and are not included in our Retail RCEs.

Please see “Item 1A — Risk Factors” in this Annual Report for a discussion of risks related to our acquisition strategy and ability to finance such transactions.

Retaining customers and maximizing customer lifetime value

Following the acquisition of a customer, we devote significant attention to customer retention. We have developed a disciplined renewal communication process, which is designed to effectively reach our customers prior to the end of the contract term, and employ a team dedicated to managing this renewal communications process. Customers are contacted in each utility prior to the expiration of the customer's contract. We may contact the customer through additional channels such as outbound calls or email. We also apply a proprietary evaluation and segmentation process to optimize value to both us and the customer. We analyze historical usage, attrition rates and consumer behaviors to specifically tailor competitive products that aim to maximize the total expected return from energy sales to a specific customer, which we refer to as customer lifetime value.

Commodity Supply

We hedge and procure our energy requirements from various wholesale energy markets, including both physical and financial markets, through short- and long-term contracts. Our in-house energy supply team is responsible for managing our commodity positions (including energy procurement, capacity, transmission, renewable energy, and resource adequacy requirements) within our risk management policies. We procure our natural gas and electricity requirements at various trading hubs, city-gates and load zones. When we procure commodities at trading hubs, we are responsible for delivery to the applicable local regulated utility for distribution.

In most markets, we hedge our electricity exposure with financial products and then purchase the physical power directly from the ISO for delivery. Alternatively, we may use physical products to hedge our electricity exposure rather than buying physical electricity in the day-ahead market from the ISO. During the year ended December 31, 2022, we transacted physical and financial settlements of electricity with approximately nine suppliers.

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capacity with natural gas, which creates commodity supply and price risk. Sometimes we cannot hedge the volumes associated with these assets because they are too small compared to the much larger bulk transaction volumes required for trades in the wholesale market or it is not economically feasible to do so.

We periodically adjust our portfolio of purchase/sale contracts in the wholesale natural gas market based upon analysis of our forecasted load requirements. Natural gas is then delivered to the local regulated utility city-gate or other specified delivery point where the local regulated utility takes control of the natural gas and delivers it to individual customer locations. Additionally, we hedge our natural gas price exposure with financial products. During the year ended December 31, 2022, we transacted physical and financial settlements of natural gas with approximately 81 wholesale counterparties.

We also enter into back-to-back wholesale transactions to optimize our credit lines with third-party energy suppliers. With each of our third-party energy suppliers, we have certain contracted credit lines, which allow us to purchase energy supply from these counterparties. If we desire to purchase supply beyond these credit limits, we are required to post collateral in the form of either cash or letters of credit. As we begin to approach the limits of our credit line with one supplier, we may purchase energy supply from another supplier and sell that supply to the original counterparty in order to reduce our net position with that counterparty and open up additional credit to procure supply in the future. Our sales of gas pursuant to these activities also enable us to optimize our credit lines with third-party energy suppliers by decreasing our net buy position with those suppliers.

Asset Optimization

Part of our business includes asset optimization activities in which we identify opportunities in the wholesale natural gas markets in conjunction with our retail procurement and hedging activities. Many of the competitive pipeline choice programs in which we participate require us and other retail energy suppliers to take assignment of and manage natural gas transportation and storage assets upstream of their respective city-gate delivery points. In our allocated storage assets, we are obligated to buy and inject gas in the summer season (April through October) and sell and withdraw gas during the winter season (November through March). These injection and purchase obligations require us to take a seasonal long position in natural gas. Our asset optimization group determines whether market conditions justify hedging these long positions through additional derivative transactions. We also contract with third parties for transportation and storage capacity in the wholesale market and are responsible for reservation and demand charges attributable to both our allocated and third-party contracted transportation and storage assets. Our asset optimization group utilizes these allocated and third-party transportation and storage assets in a variety of ways to either improve profitability or optimize supply-side counterparty credit lines.

We frequently enter into spot market transactions in which we purchase and sell natural gas at the same point or we purchase natural gas at one location and ship it using our pipeline capacity for sale at another location, if we are able to capture a margin. We view these spot market transactions as low risk because we enter into the buy and sell transactions on a back-to-back basis. We also act as an intermediary for market participants who need assistance with short-term procurement requirements. Consumers and suppliers contact us with a need for a certain quantity of natural gas to be bought or sold at a specific location. When this occurs, we are able to use our contacts in the wholesale market to source the requested supply and capture a margin in these transactions.

Risk Management

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Our risk committee has control and authority over all of our risk management activities. The risk committee establishes and oversees the execution of our credit risk management policy and our commodity risk policy. The risk management policies are reviewed at least annually by the risk management committee and such committee typically meets quarterly to assure that we have followed these policies. The risk committee also seeks to ensure the application of our risk management policies to new products that we may offer. The risk committee is comprised of our Chief Executive Officer and our Chief Financial Officer, who meet on a regular basis to review the status of the risk management activities and positions. Our risk team reports directly to our Chief Financial Officer and their compensation is unrelated to trading activity. Commodity positions are typically reviewed and updated daily based on information from our customer databases and pricing information sources. The risk policy sets volumetric limits on intra-day and end of day long and short positions in natural gas and electricity. With respect to specific hedges, we have established and approved a formal delegation of authority policy specifying each trader's authorized volumetric limits based on instrument type, lead time (time to trade flow), fixed price volume, index price volume and tenor (trade flow) for individual transactions. The risk team reports to the risk committee any hedging transactions that exceed these delegated transaction limits. The various risks we face in our risk management activities are discussed below.

Commodity Price and Volumetric Risk

Because our contracts require that we deliver full natural gas or electricity requirements to our customers and because our customers’ usage can be impacted by factors such as weather, we may periodically purchase more or less commodity than our aggregate customer volumetric needs. In buying or selling excess volumes, we may be exposed to commodity price volatility. In order to address the potential volumetric variability of our monthly deliveries for fixed-price customers, we implement various hedging strategies to attempt to mitigate our exposure.

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Basis Risk

We are exposed to basis risk in our operations when the commodities we hedge are sold at different delivery points from the exposure we are seeking to hedge. For example, if we hedge our natural gas commodity price with Chicago basis but physical supply must be delivered to the individual delivery points of specific utility systems around the Chicago metropolitan area, we are exposed to the risk that prices may differ between the Chicago delivery point and the individual utility system delivery points. These differences can be significant from time to time, particularly during extreme, unforecasted cold weather conditions. Similarly, in certain of our electricity markets, customers pay the load zone price for electricity, so if we purchase supply to be delivered at a hub, we may have basis risk between the hub and the load zone electricity prices due to local congestion that is not reflected in the hub price. We attempt to hedge basis risk where possible, but hedging instruments are occasionally not economically feasible or available in the smaller quantities that we require.

Customer Credit Risk

Our credit risk management policies are designed to limit customer credit exposure. Credit risk is managed through participation in purchase of receivables ("POR") programs in utility service territories where such programs are available. In these markets, we monitor the credit ratings of the local regulated utilities and the parent companies of the utilities that purchase our customer accounts receivable. We also periodically review payment history and financial information for the local regulated utilities to ensure that we identify and respond to any deteriorating trends. In non-POR markets, we assess the creditworthiness of new applicants, monitor customer payment activities and administer an active collection program. Using risk models, past credit experience and different levels of exposure in each of the markets, we monitor our receivable aging, bad debt forecasts and actual bad debt expenses and adjust as necessary.

In territories where POR programs have been established, the local regulated utility purchases our receivables, and then becomes responsible for billing and collecting payment from the customer. In return for their assumption of risk, we receive slightly discounted proceeds on the receivables sold. POR programs result in substantially all of our credit risk being linked to the applicable utility and not to our end-use customers in these territories. For the year ended December 31, 2022, approximately 59% of our retail revenues were derived from territories in which substantially all of our credit risk was directly linked to local regulated utility companies, all of which had investment grade ratings. During the same period, we paid these local regulated utilities a weighted average discount of approximately 0.9% of total revenues for customer credit risk. 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. If our subsequent collection efforts are unsuccessful, we return the account to the local regulated utility for termination of service to the extent the ability to terminate service has not been limited as a result of regulatory orders. Under these service programs, we are exposed to credit risk related to payment for services rendered during the time between when the customer is transferred to us by the local regulated utility and the time we return the customer to the utility for termination of service, which is generally one to two billing periods. We may also realize a loss on fixed-price customers in this scenario due to the fact that we will have already fully hedged the customer’s expected commodity usage for the life of the contract.

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increase in bad debt expense. We maintain an allowance for doubtful accounts, which represents our estimate of potential credit losses associated with accounts receivable from customers within these markets.

We assess the adequacy of the allowance for doubtful accounts through review of an aging of customer accounts receivable and general economic conditions in the markets that we serve. Our bad debt expense for the year ended December 31, 2022 was $6.9 million, or 1.5% of retail revenues. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Drivers of Our Business—Customer Credit Risk” for a more detailed discussion of our bad debt expense for the year ended December 31, 2022.

We do not have high concentrations of sales volumes to individual customers. For the year ended December 31, 2022, our largest customer accounted for less than 1% of total retail energy sales.

Counterparty Credit Risk in Wholesale Markets

We do not independently produce natural gas and electricity and depend upon third parties for our supply, which exposes us to wholesale counterparty credit risk in our retail and asset optimization activities. If the counterparties to our supply contracts are unable to perform their obligations, we may suffer losses, including those that occur as a result of being unable to secure replacement supplies of natural gas or electricity on a timely or cost-effective basis or at all. At December 31, 2022, approximately $1.9 million of our total exposure of $2.8 million was either with a non-investment grade counterparty or otherwise not secured with collateral or a guarantee.

Operational Risk

Relationship with our Founder, Majority Shareholder, and Chief Executive Officer

We may engage in additional transactions with NG&E in the future and expect that any such transactions would be funded by a combination of cash, subordinated debt, or the issuance of Class A or Class B common stock. Actual consideration paid for the assets would depend, among other things, on our capital structure and liquidity at the time of any transaction. Although we believe our Founder would be incentivized to offer us additional acquisition opportunities, he and his affiliates are under no obligation to do so, and we are under no obligation to buy assets from them. Any acquisition activity involving NG&E or any other affiliate of our Founder will be subject to negotiation and approval by a special committee of our Board of Directors consisting solely of independent directors. Please see “Item 1A — Risk Factors” in this Annual Report for risks related to acquisitions and transactions with our affiliates.

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Competition

The markets in which we operate are highly competitive. Our primary competition comes from the incumbent utility and other independent retail energy companies. In the electricity sector, these competitors include larger, well-capitalized energy retailers such as Calpine Energy Solutions, LLC, Constellation Corporation, NRG Energy, Inc. and Vistra Corp. We also compete with small local retail energy providers in the electricity sector that are focused exclusively on certain markets. Each market has a different group of local retail energy providers. In the natural gas sector, our national competitors are primarily NRG, Inc. Energy and Constellation Energy Group, Inc. Our national competitors generally have diversified energy platforms with multiple marketing approaches and broad geographic coverage similar to us. Competition in each market is based primarily on product offering, price and customer service. The number of competitors in our markets varies. In well-established markets in the Northeast and Texas we have hundreds of competitors, while in other markets the competition is limited to several participants. Markets that offer POR programs are generally more competitive than those markets in which retail energy providers bear customer credit risk.

Seasonality of Our Business

Natural gas accounted for approximately 24% of our retail revenues for the year ended December 31, 2022, which exposes us to a high degree of seasonality in our cash flows and income earned throughout the year as a result of the high concentration of heating load in the winter months. We utilize a considerable amount of cash from operations and borrowing capacity to fund working capital, which includes inventory purchases from April through October each year. We sell our natural gas inventory during the months of November through March of each year. We expect that the significant seasonality impacts to our cash flows and income will continue in future periods.

Regulatory Environment

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New Jersey and Connecticut

Other Regulations

Recent interpretations of the Telephone Consumer Protection Act of 1991 (the “TCPA”) by the Federal Communications Commission (“FCC”) have introduced confusion regarding what constitutes an “autodialer” for purposes of determining compliance under the TCPA. Also, additional restrictions have been placed on wireless telephone numbers making compliance with the TCPA more costly. See “Risk Factors—Risks Related to Our Business and Our Industry—Liability under the TCPA has increased significantly in recent years, and we face risks if we fail to comply.”

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Employees

As of December 31, 2022, we employed 160 full-time employees. Our employees are not represented by a collective bargaining unit. We have not experienced any strikes or work stoppages and consider our relations with our employees to be satisfactory.

We are dedicated to attracting and retaining talent across a variety of backgrounds, with varying experiences, perspectives and ideas, while having an inclusive culture. As of December 31, 2022, approximately 49% of our workforce was male and 51% female. We encourage and support the development of our employees wherever possible, and seek to fill positions through promotions and transfers within the organization. Continued learning and career development is advanced through ongoing performance and development conversations with employees and internally developed training programs.

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Facilities

Our corporate headquarters is located in Houston, Texas.

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Available Information

Our website is located at www.viarenewables.com. We make available our periodic reports and other information filed with or furnished to the Securities and Exchange Commission (the “SEC”), including our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and all amendments to those reports, free of charge through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Any materials filed with the SEC may be read and copied at the SEC’s website at www.sec.gov.

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Item 1A. Risk Factors

Our business, financial condition, cash flows, results of operations and ability to pay dividends on our Class A common stock and Series A Preferred Stock could be materially and adversely affected by, and the price of our Class A common stock and Series A Preferred Stock could decline due to a number of factors, whether currently known or unknown, including but not limited to those described below. You should carefully consider these risk factors together with the other information contained in this Annual Report.

Risks Related to Our Business and Our Industry

We are subject to commodity price risk.

Our financial results are largely dependent on the prices at which we can acquire the commodities we resell. The prevailing market prices for natural gas and electricity are unpredictable and tend to fluctuate substantially. Changes in market prices for natural gas and electricity may result from many factors that are outside of our control, including:

•weather conditions; including extreme weather conditions, seasonal fluctuations, and the effects of climate change;

•demand for energy commodities and general economic conditions;

•disruption of natural gas or electricity transmission or transportation infrastructure or other constraints or inefficiencies;

•reduction or unavailability of generating capacity, including temporary outages, mothballing, or retirements;

•the level of prices and availability of natural gas and competing energy sources, including the impact of changes in environmental regulations impacting suppliers;

•the creditworthiness or bankruptcy or other financial distress of market participants;

•changes in market liquidity;

•natural disasters, wars, embargoes, acts of terrorism and other catastrophic events;

•significant changes in the pricing methods in the wholesale markets in which we operate;

•changes in regulatory policies concerning how markets are structured, how compensation is provided for service, and the kinds of different services that can or must be offered;

•federal, state, foreign and other governmental regulation and legislation; and

•demand side management, conservation, alternative or renewable energy sources.

For example, in February 2021, the U.S. experienced winter storm Uri, an unprecedented storm bringing extreme cold temperatures to the central U.S., including Texas. As a result of increased power demand for customers across the state of Texas and power generation disruptions during the weather event, power and ancillary costs in the Electric Reliability Counsel of Texas (“ERCOT”) service area experienced extreme volatility and price increases beyond the maximum allowed clearing prices. Less extreme price fluctuations can also occur as a result of routine winter weather fluctuations.

Our financial results may be adversely impacted by weather conditions and changes in consumer demand.

Weather conditions directly influence the demand for and availability of natural gas and electricity and affect the prices of energy commodities. Generally, on most utility systems, demand for natural gas peaks in the winter and demand for electricity peaks in the summer. Typically, when winters are warmer or summers are cooler, demand for energy is lower than expected, resulting in less natural gas and electricity consumption than forecasted. When demand is below anticipated levels due to weather patterns, we may be forced to sell excess supply at prices below our acquisition cost, which could result in reduced margins or even losses.

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Conversely, when winters are colder or summers are warmer, consumption may outpace the volumes of natural gas and electricity against which we have hedged, and we may be unable to meet increased demand with storage or swing supply. In these circumstances, such as with winter storm Uri, we may experience reduced margins or even losses if we are required to purchase additional supply at higher prices. We may fail to accurately anticipate demand due to fluctuations in weather or to effectively manage our supply in response to a fluctuating commodity price environment.

Further, extreme weather conditions such as hurricanes, droughts, heat waves, winter storms and severe weather associated with climate change could cause these seasonal fluctuations to be more pronounced. 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.

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. We use both physical and financial products to hedge our exposure. The efficacy of our risk management program may be adversely impacted by unanticipated events and costs that we are not able to effectively hedge, including abnormal customer attrition and consumption, certain variable costs associated with electricity grid reliability, pricing differences in the local markets for local delivery of commodities, unanticipated events that impact supply and demand, such as extreme weather, and abrupt changes in the markets for, or availability or cost of, financial instruments that help to hedge commodity price.

We are exposed to basis risk in our operations when the commodities we hedge are sold at different delivery points from the exposure we are seeking to hedge. For example, if we hedge our natural gas commodity price with Chicago basis but physical supply must be delivered to the individual delivery points of specific utility systems around the Chicago metropolitan area, we are exposed to basis risk between the Chicago basis and the individual utility system delivery points. These differences can be significant from time to time, particularly during extreme, unforecasted cold weather conditions. Similarly, in certain of our electricity markets, customers pay the load zone price for electricity, so if we purchase supply to be delivered at a hub, we may have basis risk between the hub and the load zone electricity prices due to local congestion that is not reflected in the hub price. We attempt to hedge basis risk where possible, but hedging instruments are sometimes not economically feasible or available in the smaller quantities that we require.

Additionally, assumptions that we use in establishing our hedges may reduce the effectiveness of our hedging instruments. Considerations that may affect our hedging policies include, but are not limited to, human error, assumptions about customer attrition, the relationship of prices at different trading or delivery points, assumptions about future weather, and our load forecasting models.

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.

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. We may be unable to fully pass the higher cost of ancillary reserves and reliability services through to our customers, and increases in the cost of these ancillary reserves and reliability services could negatively impact our results of operations.

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creates commodity supply and price risk. Sometimes we cannot hedge the volumes associated with these assets because they are too small compared to the much larger bulk transaction volumes required for trades in the wholesale market or it is not economically feasible to do so. 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.

ESCOs face risks dueto increased and rapidly changing regulations and increasing monetary fines by the state regulatory agencies.

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. 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.

Some states are beginning to increase their regulation of their retail electricity and natural gas markets in an effort to increase consumer disclosures and ensure marketing practices are not misleading to consumers. In addition, the fines against ESCOs that regulators are seeking have increased dramatically in recent years. For example, late 2022 PURA and the Connecticut Office of Consumer Counsel issued to our subsidiary, Verde, a Notice of Violation and Assessment of Penalty proposing civil penalties, restitution payments to certain customers and a multi-year suspension from the Connecticut market in connection with violations of Connecticut’s marketing requirements for energy suppliers.

The retail energy business is subject to a high level of federal, state and local regulations, which are subject to change.

Many governmental bodies regulate aspects of our operations, and our failure to comply with these legal requirements can result in substantial penalties. In addition, new laws and regulations, including executive orders, or changes to or new interpretations of existing laws and regulations by courts or regulatory authorities occur regularly, but are difficult to predict. 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.

For example, many electricity markets have rate caps, and changes to these rate caps by regulators can impact future price exposure. Similarly, regulatory changes can result in new fees or charges that may not have been anticipated when existing retail contracts were drafted, which can create financial exposure. Our ability to manage cost increases that result from regulatory changes will depend, in part, on how the “change in law provisions” of our contracts are interpreted and enforced, among other factors.

Liability under the TCPA has increased significantly in recent years, and we face risks if we fail to comply.

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We are, and in the future may become, involved in legal and regulatory proceedings and, as a result, may incur substantial costs.

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.

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.

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. Achieving the anticipated benefits of these transactions depends in part upon our ability to identify accretive acquisition targets, accurately assess the benefits and risks of the acquisition prior to undertaking it, and the ability to integrate the acquired businesses in an efficient and effective manner. When we identify an acquisition candidate, there is a risk that we may be unable to negotiate terms that are beneficial to us. Additionally, even if we identify an accretive acquisition target, the successful acquisition of that business requires estimating anticipated cash flow and accretive value, evaluating potential regulatory challenges, retaining customers and assuming liabilities. The accuracy of these estimates is inherently uncertain and our assumptions may be incorrect.

In many of our acquisition agreements, we are entitled to indemnification from the counterparty for various matters, including breaches of representations, warranties and covenants, tax matters, and litigation proceedings. We generally obtain security to provide assurances that the counterparty could perform its indemnification obligations, which may be in the form of escrow accounts, payment withholding or other methods. However, to the extent that we do not obtain security, or the security turns out to be inadequate, there is a risk that the counterparty may fail to perform on its indemnification obligations, which could result in the losses being incurred by us.

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.

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Pursuant to our cash dividend policy, we distribute a significant portion of our cash through regular quarterly dividends, and our ability to grow and make acquisitions with cash on hand could be limited.

Pursuant to our cash dividend policy, we have historically distributed and intend in the future to distribute, a significant portion of our cash through regular quarterly dividends to holders of our Class A common stock and dividends on our Series A Preferred Stock. As such, our growth may not be as fast as that of businesses that reinvest their available cash to expand ongoing operations, and we may have to rely upon external financing sources, including the issuance of debt, equity securities, convertible subordinated notes and borrowings under our Senior Credit Facility and Subordinated Facility. These sources may not be available, and our ability to grow and maintain our business may be limited.

We may not be able to manage our growth successfully.

The growth of our operations will depend upon our ability to expand our customer base in our existing markets and to enter new markets in a timely manner at reasonable costs, organically or through acquisitions. In order for us to recover expenses incurred in entering new markets and obtaining new customers, we must attract and retain customers on economic terms and for extended periods. Customer growth depends on several factors outside of our control, including economic and demographic conditions, such as population changes, job and income growth, housing starts, new business formation and the overall level of economic activity. 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.

Our financial results fluctuate on a seasonal, quarterly and annual basis.

Our overall operating results fluctuate substantially on a seasonal, quarterly and annual basis depending on: (1) the geographic mix of our customer base; (2) the relative concentration of our commodity mix; (3) weather conditions, which directly influence the demand for natural gas and electricity and affect the prices of energy commodities; and (4) variability in market prices for natural gas and electricity. These factors can have material short-term impacts on monthly and quarterly operating results, which may be misleading when considered outside of the context of our annual operating cycle. In addition, our accounts payable and accounts receivable are impacted by seasonality due to the timing differences between when we pay our suppliers for accounts payable versus when we collect from our customers on accounts receivable. We typically pay our suppliers for purchases of natural gas on a monthly basis and electricity on a weekly basis. However, it takes approximately two months from the time we deliver the electricity or natural gas to our customers before we collect from our customers on accounts receivable attributable to those product deliveries. This timing difference could affect our cash flows, especially during peak cycles in the winter and summer months. 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.

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under accounting rules are recognized immediately in earnings. As a result of this accounting treatment, changes in the forward prices of natural gas and electricity cause volatility in our quarterly and annual earnings, which we are unable to fully anticipate.

We could also incur volatility from quarter to quarter associated with gains and losses on settled hedges relating to natural gas held in inventory if we choose to hedge the summer-winter spread on our retail allocated storage capacity. We typically purchase natural gas inventory and store it from April to October for withdrawal from November through March. Since a portion of the inventory is used to satisfy delivery obligations to our fixed-price customers over the winter months, we hedge the associated price risk using derivative contracts. Any gains or losses associated with settled derivative contracts are reflected in the statement of operations as a component of retail cost of sales and net asset optimization.

We may have difficulty retaining our existing customers or obtaining a sufficient number of new customers, due to competition and for other reasons.

Additionally, existing customers may switch to other retail energy service providers during their contract terms in the event of a significant decrease in the retail price of natural gas or electricity in order to obtain more favorable prices. 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. We may be unable to obtain new customers or maintain our existing customers due to competition or otherwise.

Increased collateral requirements in connection with our supply activities may restrict our liquidity.

The effectiveness of our operations and future growth depend in part on the amount of cash and letters of credit available to enter into or maintain these contracts. The cost of these arrangements may be affected by changes in credit markets, such as interest rate spreads in the cost of financing between different levels of credit ratings. 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, including COVID-19.

The COVID-19 pandemic continues to adversely impact economic activity and conditions worldwide. Pandemics, epidemics, widespread illness or other major health crises, such as COVID-19, may adversely affect the United States' economic growth, demand for natural gas and electricity in our key markets as well as the ability of various employees, customers, contractors, suppliers and other business partners to fulfill their obligations, which could have a material adverse effect on our business, financial condition or results of operations. Actions taken by governmental authorities and third parties to contain and mitigate the risk of spread of any major public health

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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.

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, 2022, customers in non-POR markets represented approximately 41% 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 POR markets where the local regulated utility has the ability to return non-paying customers to us after specified periods, we may realize a loss for one to two billing periods until we can terminate these customers’ contracts. We may also realize a loss on fixed-price customers in this scenario due to the fact that we will have already fully hedged the customer’s expected commodity usage for the life of the contract and we also remain liable to our suppliers of natural gas and electricity for the cost of our supply commodities. Furthermore, in the Texas market, we are responsible for billing the distribution charges for the local regulated utility and are at risk for these charges, in addition to the cost of the commodity, in the event customers fail to pay their bills. Changing economic factors, such as rising unemployment rates and energy prices also result in a higher risk of customers being unable to pay their bills when due.

We depend on the accuracy of data in our information management systems, which subjects us to risks.

We depend on the accuracy and timeliness of our information management systems for billing, collections, consumption and other important data. 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.

Inaccurate or untimely information, which may be outside of our direct control, could result in:

•inaccurate and/or untimely bills sent to customers;

•incorrect tax remittances;

•reduced effectiveness and efficiency of our operations;

•inability to adequately hedge our portfolio;

•increased overhead costs;

•inaccurate accounting and reporting of customer revenues, gross margin and accounts receivable activity;

•inaccurate measurement of usage rates, throughput and imbalances;

•customer complaints; and

•increased regulatory scrutiny.

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.

Cybersecurity risks have increased in recent years as a result of the proliferation of new technologies and the increased sophistication, magnitude and frequency of cyberattacks and data security breaches. A cyber-attack on our information management systems or those of our vendors could severely disrupt business operations, preventing us from billing and collecting revenues, and could result in significant expenses to investigate and repair security breaches or system damage, lead to litigation, fines, other remedial action, heightened regulatory scrutiny,

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diminished customer confidence and damage to our reputation. 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 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.

As of December 31, 2022, approximately 58% of our RCEs were located in five states. Specifically, 16%, 14%, 11%, 9% and 8% of our customers on an RCE basis were located in TX, PA, NY, NJ, and MA respectively. If we are unable to increase our market share across other competitive markets or enter into new competitive markets effectively, we may be subject to continued or greater customer concentration risk. The states that contain a large percentage of our customers could reverse regulatory restructuring or change the regulatory environment in a manner that causes us to be unable to operate economically in that state.

Pursuant to state renewable portfolio standards, we must purchase a specified amount of RECs based on the amount of electricity we sell in a state in a year. In addition, we have contracts with certain customers that require us to purchase RECs or carbon offsets and as part of sustainability efforts have made a corporate commitment to fully offset 100% of customer volume beginning on April 1, 2021 with 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. We attempt to forecast the price for the required RECs and carbon offsets at the end of each month and incorporate this forecast into our customer pricing models, but the price paid for RECs and carbon offsets may be higher than forecasted. 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. 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. 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.

Our access to marketing channels may be contingent upon the viability of our telemarketing and door-to-door agreements with our vendors.

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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. In addition, the decline in landlines reduces the number of potential customers that may be reached by our telemarketing efforts and, as a result, our telemarketing sales channel may become less viable and we may be required to use more door-to-door marketing. Door-to-door marketing is continually under scrutiny by state regulators and legislators, which may lead to new rules and regulations that impact our ability to use these channels.

Our vendors may expose us to risks.

Risks Related to Our Capital Structure and Capital Stock

We have identified a material weakness in our internal control over financial reporting which could, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner, decrease investor confidence in us, and reduce the value of our Class A common stock and Series A Preferred Stock.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act and based upon the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission’s Internal Control - Integrated Framework (2013). Management is also responsible for reporting on the effectiveness of internal control over financial reporting.

In connection with the audit of our financial statements for the year ended December 31, 2022, we identified a material weakness in the design and operation of the controls over our calculation of income tax expense, deferred tax assets and liabilities.

A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Although this material weakness did not result in a material misstatement to our consolidated financial statements for the year ended December 31, 2022 or any prior period, it did result in immaterial corrections for the years ended December 31, 2021 and 2020. Please see Note 2. Basis of Presentation in the Notes to the Consolidated Financial Statements appearing elsewhere in this Annual Report for a description of the immaterial corrections. If unremediated, this material weakness could result in a material misstatement for annual or interim consolidated financial statements for future periods.

With oversight from the Audit Committee of the Board of Directors, we intend to take the necessary steps to remediate the material weakness by enhancing our internal controls to ensure proper review by and communication

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between our internal and external tax advisors and internal accounting personnel. Our efforts will consist primarily of strengthening our tax organization through continuing education and designing controls related to the components of our tax process to enhance our management review controls over taxes. We cannot assure you that any measures we may take will be sufficient to remediate the control deficiencies that led to the material weakness in our internal control over financial reporting described above or to avoid potential future material weaknesses.

Failure to remediate the material weakness described above, or the identification of any new material weaknesses, could limit our ability to prevent or detect a misstatement of our financial results, lead to a loss of investor confidence and have a negative impact on the trading price of our Class A common stock and Series A Preferred Stock and could subject us to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities.

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.

We have ~~$135.0~~$100.0 million of indebtedness outstanding and ~~$27.7~~$34.4 million in issued letters of credit under our Senior Credit Facility, and ~~zero~~$20.0 million of indebtedness outstanding under our Subordinated Facility as of December 31, ~~2021.~~2022. 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 Class A common stock and 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.

If we are unable to satisfy financial covenants in our debt instruments, it could result in an event of default that, if not cured or waived, may entitle the lenders to demand repayment or enforce their security interests. Our Senior Credit Facility will mature in ~~October 13, 2023,~~June 30, 2025, and we cannot assure that we will be able to negotiate a new credit arrangement on commercially reasonable terms.

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.

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We may not be successful in obtaining additional capital for these or other reasons. The failure to obtain additional capital from time to time may have a material adverse effect on its business and operations.

~~Table~~Our ability to pay dividends in the future will depend on many factors, including the performance of ~~Contents~~

our business, cash flows, RCE counts and the margins we receive, as well as restrictions under our Senior Credit Facility.

We cannot assure you that we will be able to continue paying our targeted quarterly dividend to the holders of our Class A common stock or dividends to the holders of our Series A Preferred Stock in the future.

The amount of our cash available for distribution principally depends upon the amount of cash we generate from our operations, which fluctuates from quarter to quarter based on, among other things:

•changes in commodity prices, which may be driven by a variety of factors, including, but not limited to, weather conditions, seasonality and demand for energy commodities and general economic conditions;

•the level and timing of customer acquisition costs we incur;

•the level of our operating and general and administrative expenses;

•seasonal variations in revenues generated by our business;

•our debt service requirements and other liabilities;

•fluctuations in our working capital needs;

•our ability to borrow funds and access capital markets;

•restrictions contained in our debt agreements (including our Senior Credit Facility);

•management of customer credit risk;

•abrupt changes in regulatory policies; and,

•other business risks affecting our cash flows.

As a result of these and other factors, we cannot guarantee that we will have sufficient cash generated from operations to pay the dividends on our Series A Preferred Stock or to pay a specific level of cash dividends to holders of our Class A common stock. Further, we could be prevented from paying cash dividends under Delaware law if certain capital requirements are not ~~met.~~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. We may incur other expenses or liabilities during a period that could significantly reduce or eliminate our cash available for distribution and, in turn, impair our ability to pay dividends to holders of our Class A common stock and Series A Preferred Stock during the period. Additionally, the dividends paid on Series A Preferred Stock reduce the amount of cash we have available to pay dividends on our Class A common stock.

Each new share of Class A common stock and Series A Preferred Stock issued increases the cash required to continue to pay cash dividends. Any Class A common stock or preferred stock (whether Series A Preferred Stock or a new series of preferred stock) that may in the future be issued to finance acquisitions, upon exercise of stock options or otherwise, would have a similar effect.

Finally, our future dividend policy is within the discretion of our Board of Directors, and will depend upon our operations, our financial condition, capital requirements and investment opportunities, the performance of our business, cash flows, RCE counts and the margins we receive, as well as restrictions under our Senior Credit Facility. The Board of Directors may be required to reduce or eliminate quarterly cash distributions, including the quarterly dividends to the holders of ~~our~~the Class A common stock and/or Series A Preferred Stock. Even if we are ~~paid at~~permitted to pay such dividends on the ~~discretion of our board of directors. Holders of shares of~~ Class A common stock and Series A Preferred Stock, ~~do not have a right~~our Board of Directors may elect to reduce or eliminate the dividends on the Class A common stock and Series A Preferred Stock to maintain cash balances for operations or for other reasons. Similarly, even if our business generates cash in excess of our current annual dividend, we may reinvest such ~~shares unless declared~~excess cash flows in our business and not increase the dividends payable to holders of our Class A common stock. Any reduction or ~~set aside for payment by~~elimination of cash dividends on our ~~board~~

Table of ~~directors. Our board~~Contents

Class A common stock or Series A Preferred Stock will likely materially and adversely affect the price of ~~directors may decrease~~ the ~~level of or entirely discontinue payment of dividends.~~Class A common stock and Series A Preferred Stock.

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 Class A common stock and 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. Therefore, we depend on distributions from Spark HoldCo to meet our debt service and other payment obligations, and to pay dividends on our Class A common stock and Series A Preferred Stock. Spark HoldCo or its subsidiaries may be restricted from making distributions to us under applicable law or regulation or under the terms of their financing arrangements, or may otherwise be unable to provide such funds.

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The Class A common stock and Series A Preferred Stock are subordinated to our existing and future debt obligations.

The Class A common stock and Series A Preferred Stock are subordinated to all of our existing and future indebtedness (including indebtedness outstanding under the Senior Credit Facility). Therefore, if we become bankrupt, liquidate our assets, reorganize or enter into certain other transactions, assets will be available to pay our obligations with respect to the Series A Preferred Stock only after we have paid all of our existing and future indebtedness in full. The Class A common stock will only receive assets to the extent all existing and future indebtedness and obligations under the Series A Preferred Stock is paid in full. If any of these events were to occur, there may be insufficient assets remaining to make any payments to holders of the Series A Preferred Stock or Class A common stock.

Additionally, none of our subsidiaries have guaranteed or otherwise become obligated with respect to the Class A common stock or Series A Preferred Stock. As a result, the Class A common stock and Series A Preferred Stock effectively rank junior to all existing and future indebtedness and other liabilities of our subsidiaries, including our operating subsidiaries, and any capital stock of our subsidiaries not held by us. Accordingly, our right to receive assets from any of our subsidiaries upon our bankruptcy, liquidation or reorganization, and the right of holders of shares of Class A common stock and Series A Preferred Stock to participate in those assets, is also structurally subordinated to claims of that subsidiary’s creditors, including trade creditors. Even if we were a creditor of any of our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of that subsidiary and any indebtedness of that subsidiary senior to that held by us.

Numerous factors may affect the trading price of the Class A common stock and Series A Preferred Stock.

The trading price of the Class A common stock and Series A Preferred Stock may depend on many factors, some of which are beyond our control, including:

•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.

One of the factors that will influence the price of the Class A common stock and 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. Increases in market interest rates, which have been at low levels relative to historical rates, may lead prospective purchasers of shares of Class A common stock or Series A Preferred Stock to expect a higher distribution yield, and cause them to sell their Class A common stock or Series A Preferred Stock. Accordingly, higher market interest rates could cause the market price of the Class A common stock and Series A Preferred Stock to decrease.

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In addition, over the last several years, prices of equity securities in the U.S. trading markets have been experiencing extreme price fluctuations. As a result of these and other factors, investors holding our Class A common stock and Series A Preferred Stock may experience a decrease in the value of their securities, which could be substantial and rapid, and could be unrelated to our financial condition, performance or prospects.

There may not be an active trading market for the Class A common stock or Series A Preferred Stock, which may in turn reduce the market value and your ability to transfer or sell your shares of Class A common stock or Series A Preferred Stock.

There are no assurances that there will be an active trading market for our Class A common stock or Series A Preferred Stock. The liquidity of any market for the Class A common stock and Series A Preferred Stock depends upon the number of stockholders, our results of operations and financial condition, the market for similar securities, the interest of securities dealers in making a market in the Class A common stock and Series A Preferred Stock, and

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other factors. To the extent that an active trading market is not maintained, the liquidity and trading prices for the Class A common stock and Series A Preferred Stock may be harmed.

Furthermore, because the Series A Preferred Stock does not have any stated maturity and is not subject to any sinking fund or mandatory redemption, stockholders seeking liquidity will be limited to selling their respective shares of Series A Preferred Stock in the secondary market. Active trading markets for the Series A Preferred Stock may not exist at such times, in which case the trading price of your shares of our Series A Preferred Stock could be reduced and your ability to transfer such shares could be limited.

Our Founder holds a substantial majority of the voting power of our common stock.

Holders of Class A and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or our certificate of incorporation and bylaws. Our Founder ~~controls 65.8%~~beneficially owns approximately 66.0% of the combined voting power (excluding treasury shares) of the Class A and Class B common stock as of December 31, ~~2021~~2022 through his direct and indirect ownership in us.

Affiliated owners are entitled to act separately with respect to their investment in us, and they have the ability to elect all of the members of our board of directors, and thereby to control our management and affairs. In addition, affiliates are able to determine the outcome of all matters requiring Class A common stock and Class B common stock 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 that could deprive our stockholders of an opportunity to receive a premium for their Class A common stock as part of a sale of our company. The existence of a significant shareholder, such as our Founder, may also have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management, or limiting the ability of our other stockholders to approve transactions that they may deem to be in the best interests of our company.

So long as affiliates continue to control a significant amount of our common stock, they will continue to be able to strongly influence all matters requiring shareholder approval, regardless of whether other stockholders believe that a potential transaction is in their own best interests. In any of these matters, the interests of affiliates may differ or conflict with the interests of our other stockholders. Moreover, this concentration of stock ownership may also adversely affect the trading price of our Class A common stock or Series A Preferred Stock to the extent investors perceive a disadvantage in owning stock of a company with a controlling shareholder.

Holders of Series A Preferred Stock have extremely limited voting rights.

Voting rights of holders of shares of Series A Preferred Stock are extremely limited. Our Class A common stock and our Class B common stock are the only classes of our securities carrying full voting rights. Holders of the Series A Preferred Stock generally have no voting rights. As of April 15, 2022, we have the option to redeem our Series A Preferred Stock.

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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.

We have engaged in transactions and expect to continue to engage in transactions with affiliated companies. We have acquired companies and books of customers from our affiliates and may do so in the future. We will continue to enter into back-to-back transactions for purchases of commodities and derivatives on behalf of our affiliate. 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.

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Our amended and restated certificate of incorporation and amended and restated bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A common stock.

Our amended and restated certificate of incorporation authorizes our board of directors to issue preferred stock without shareholder approval. On ~~September 20, 2019,~~August 5, 2022, we filed a registration statement under the Securities Act on Form S-3 allowing us to offer and sell, from time to time, among other securities, shares of preferred stock. The registration statement was declared effective on ~~October 18, 2019.~~August 16, 2022. The election by our board of directors to issue preferred stock with anti-takeover provisions could make it more difficult for a third party to acquire us.

In addition, some provisions of our amended and restated certificate of incorporation and amended and restated bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our stockholders. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws:

•provide for our board of directors to be divided into three classes of directors, with each class as nearly equal in number as possible, serving staggered three year terms. Our staggered board may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for shareholders to replace a majority of the directors;

•provide that the authorized number of directors may be changed only by resolution of the board of directors;

•provide that all vacancies in our board, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred stock, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

•provide our board of directors the ability to authorize undesignated preferred stock. This ability makes it possible for our board of directors to issue, without shareholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company;

•provide that at any time after the first date upon which W. Keith Maxwell III no longer beneficially owns more than fifty percent of the outstanding Class A common stock and Class B common stock, any action required or permitted to be taken by the shareholders must be effected at a duly called annual or special meeting of shareholders and may not be effected by any consent in writing in lieu of a meeting of such shareholders, subject to the rights of the holders of any series of preferred stock with respect to such series (prior to such time, such actions may be taken without a meeting by written consent of holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting);

•provide that at any time after the first date upon which W. Keith Maxwell III no longer beneficially owns more than fifty percent of the outstanding Class A common stock and Class B common stock, special meetings of our shareholders may only be called by the board of directors, the chief executive officer or the chairman of the board (prior to such time, special meetings may also be called by our Secretary at the

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request of holders of record of fifty percent of the outstanding Class A common stock and Class B common stock);

•provide that our amended and restated certificate of incorporation and amended and restated bylaws may be amended by the affirmative vote of the holders of at least two-thirds of our outstanding stock entitled to vote thereon;

•provide that our amended and restated bylaws can be amended by the board of directors; and

•establish advance notice procedures with regard to shareholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our shareholders. These procedures provide that notice of shareholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. These requirements may preclude shareholders from bringing matters before the shareholders at an annual or special meeting.

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In addition, in our amended and restated certificate of incorporation, we have elected not to be subject to the provisions of Section 203 of the Delaware General Corporation Law (the “DGCL”) regulating corporate takeovers until the date on which W. Keith Maxwell III no longer beneficially owns in the aggregate more than fifteen percent of the outstanding Class A common stock and Class B common stock. On and after such date, we will be subject to the provisions of Section 203 of the DGCL.

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.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our bylaws, or (iv) any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. This exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our amended and restated certificate of incorporation described in the preceding sentence. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. 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.

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Future sales of our Class A common stock and Series A Preferred Stock in the public market could reduce the price of the Class A common stock and Series A Preferred Stock, and may dilute your ownership in us.

On ~~September 20, 2019,~~August 5, 2022, we filed a registration statement under the Securities Act on Form S-3 registering the primary offer and sale, from time to time, of Class A common stock, preferred stock, depositary shares and warrants. The registration statement also registers the Class A common stock held by our affiliates, Retailco and NuDevco (including Class A common stock that may be obtained upon conversion of Class B common stock). All of the shares of Class A common stock held by Retailco and NuDevco and registered on the registration statement may be immediately resold. The registration statement was declared effective on ~~October 18, 2019.~~August 16, 2022.

We cannot predict the size of future issuances of our Class A common stock or securities convertible into Class A common stock or the effect, if any, that future issuances or sales of shares of our Class A common stock will have on the market price of our Class A common stock. Sales of substantial amounts of our Class A common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A common stock.

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We may also 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. Such shares could rank on parity with or, subject to the voting rights referred to above (with respect to issuances of new series of preferred stock), senior to the Series A Preferred Stock as to distribution rights or rights upon liquidation, winding up or dissolution. The subsequent issuance of additional shares of Series A Preferred Stock, or the creation and subsequent issuance of additional classes of preferred stock on parity with the Series A Preferred Stock, could dilute the interests of the holders of Series A Preferred Stock, and could affect our ability to pay distributions on, redeem or pay the liquidation preference on the Series A Preferred Stock. Any issuance of preferred stock that is senior to the Series A Preferred Stock would not only dilute the interests of the holders of Series A Preferred Stock, but also could affect our ability to pay distributions on, redeem or pay the liquidation preference on the Series A Preferred Stock.

Furthermore, subject to compliance with the Securities Act or exemptions therefrom, employees who have received Class A common stock as equity awards may also sell their shares into the public market.

We have issued preferred stock and may continue to do so, and the terms of such preferred stock could adversely affect the voting power or value of our Class A common stock.

Our certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our Class A common stock with respect to dividends and distributions, as our board of directors may determine. Through December 31, ~~2021,~~2022, we have issued an aggregate of 3,567,543 shares of Series A Preferred Stock.

The terms of the preferred stock we offer or sell could adversely impact the voting power or value of our Class A common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock, such as the Series A Preferred Stock, could affect the residual value of the Class A common stock.

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 our Founder or certain of our affiliates that might otherwise constitute breaches of fiduciary duty.

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 W. Keith Maxwell III, or any of their officers, directors, agents, shareholders, members, affiliates and subsidiaries (other than a director or officer who is presented an opportunity solely in his capacity as a director or officer). Because of this provision, these persons and entities have no obligation to offer us

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those investments or opportunities that are offered to them in any capacity other than solely as an officer or director. 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 on the date the Series A Preferred Stock becomes redeemable by us or on any particular date afterwards.

The Series A Preferred Stock represents a perpetual equity interest in us, and the securities have no maturity or mandatory redemption date and are not redeemable at the option of investors under any circumstances. As a result, unlike our indebtedness, the Series A Preferred Stock will not give rise to a claim for payment of a principal amount at a particular date. As a result, holders of the Series A Preferred Stock may be required to bear the financial risks of an investment in the Series A Preferred Stock for an indefinite period of time. In addition, the Series A Preferred Stock will rank junior to all our current and future indebtedness (including indebtedness outstanding under the Senior Credit Facility) and other liabilities. The Series A Preferred Stock will also rank junior to any other preferred

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stock ranking senior to the Series A Preferred Stock we may issue in the future with respect to assets available to satisfy claims against us.

The Series A Preferred Stock is not rated.

We have not sought to obtain a rating for the Series A Preferred Stock, and the Series A Preferred Stock may never be rated. It is possible, however, that one or more rating agencies might independently determine to assign a rating to the Series A Preferred Stock or that we may elect to obtain a rating of the Series A Preferred Stock in the future. In addition, we may elect to issue other securities for which we may seek to obtain a rating. If any ratings are assigned to the Series A Preferred Stock in the future or if we issue other securities with a rating, such ratings, if they are lower than market expectations or are subsequently lowered or withdrawn, could adversely affect the market for or the market value of 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. Ratings do not reflect market prices or suitability of a security for a particular investor and any future rating of the Series A Preferred Stock may not reflect all risks related to us and our business, or the structure or market value of the Series A Preferred Stock.

The Change of Control Conversion Right may make it more difficult for a party to acquire us or discourage a party from acquiring us.

The Change of Control Conversion Right of the Series A Preferred Stock provided in the Certificate of Designation may have the effect of discouraging a third party from making an acquisition proposal for us or of delaying, deferring or preventing certain of our change of control transactions under circumstances that otherwise could provide the holders of our Series A Preferred Stock with the opportunity to realize a premium over the then-current market price of such equity securities or that stockholders may otherwise believe is in their best interests.

Changes in the method of determining the London Interbank Offered Rate (“LIBOR”), or the replacement of LIBOR with an alternative reference rate, may adversely affect interest rates under ~~our Senior Credit Facility and~~ the floating dividend rate of our Series A Preferred Stock.

LIBOR is a basic rate of interest widely used as a global reference for setting interest rates on loans and payment rates on other financial instruments. ~~Our Senior Credit Facility uses LIBOR as the reference rate for Eurodollar denominated borrowings. In addition, on and after April 15, 2022, dividends~~Dividends on the Series A Preferred Stock accrue at a floating rate equal to the sum of: (a) Three-Month LIBOR Rate as calculated on each applicable determination date, plus (b) 6.578%.

In 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it ~~intends~~intended to phase out LIBOR by the end of 2021. It is unclear if LIBOR will cease to exist at that time, if new methods of calculating LIBOR will be established such that it continues to exist after 2021 or whether different reference rates will develop. It is impossible to predict the effect these developments, any discontinuance, modification or other

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reforms to LIBOR or the establishment of alternative reference rates may have on LIBOR, other benchmark rates or floating rate debt instruments.

Although our ~~Senior Credit Facility and~~ Series A Preferred Stock contain LIBOR alternative provisions and the use of alternative reference rates, new methods of calculating LIBOR or other reforms could cause ~~the interest rates under our Senior Credit Facility or~~ the dividend rate on our Series A Preferred Stock to be materially different than expected, which could have an adverse effect on our business, financial position, and results of operations, and our ability to pay dividends on the Series A Preferred Stock and Class A common stock.

~~If we are unable to redeem the Series~~ A ~~Preferred Stock on or after April 15, 2022, a~~ substantial increase in the Three-Month LIBOR Rate or an alternative rate could negatively impact our ability to pay dividends on the Series A Preferred Stock and Class A common stock.

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If we do not repurchase or redeem our Series A Preferred Stock on or after April 15, 2022, a substantial increase in the Three-Month LIBOR Rate (if it then exists), or a substantial increase in the alternative reference rate, could negatively impact our ability to pay dividends on the Series A Preferred Stock. An increase in the dividends payable on our Series A Preferred Stock would negatively impact dividends on our Class A common stock. We cannot assure you that we will have adequate sources of capital to repurchase or redeem the Series A Preferred Stock on or after April 15, 2022. If we are unable to repurchase or redeem the Series A Preferred Stock and our ability to pay dividends on the Series A Preferred Stock and Class A common stock is negatively impacted, the market value of the Series A Preferred Stock and Class A common stock could be materially adversely impacted.

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.

The dividends payable by us on the Series A Preferred Stock may exceed our current and accumulated earnings and profits, as calculated for U.S. federal income tax purposes. If this occurs, it will result in the amount of the dividends that exceed such earnings and profits being treated for U.S. federal income tax purposes first as a return of capital to the extent of the beneficial owner’s adjusted tax basis in the Series A Preferred Stock, and the excess, if any, over such adjusted tax basis as gain from the sale or exchange of property, which generally results in capital gain. Such treatment will generally be unfavorable for corporate beneficial owners and may also be unfavorable to certain other beneficial owners.

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 ~~dividend.~~distribution.

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. 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. In April 2016, the Internal Revenue Service issued new proposed income tax regulations in regard to the taxability of changes in conversion rights that will apply to the Series A Preferred Stock when published in final form and may be applied to us before final publication in certain instances.

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 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. Under NASDAQ Global Select Market rules, a company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements.

Although our board of directors has established a nominating and corporate governance committee and a compensation committee of independent directors, it may determine to eliminate these committees at any time. If

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these committees were eliminated, you may not have the same protections afforded to shareholders of companies that are subject to all of NASDAQ Global Select Market corporate governance requirements.

Item 1B. Unresolved Staff Comments

None.

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Item 3. 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 13 "Commitments and Contingencies" to the audited consolidated financial statements, which are incorporated herein by reference.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Class A common stock is traded on the NASDAQ Global Select Market under the symbol “VIA." There is no public market for our Class B common stock. On March ~~1, 2022,~~20, 2023, we had one holder of record of our Class A common stock and two holders of record of our Class B common stock, excluding stockholders for whom shares are held in “nominee” or “street name.”

Dividends

We typically pay a cash dividend each quarter to holders of our Class A common stock to the extent we have cash available for distribution and are permitted to do so under the terms of our Senior Credit Facility. Further, our ability to pay dividends will depend on certain factors including the performance of our business, cash flows, RCE counts and the margins we receive. Please see “Item 1A – Risk Factors” in this Annual Report for risks related to our ability to pay dividends.

Recent Sales of Unregistered Equity Securities

We have not sold any unregistered equity securities other than as previously reported.

Issuer Purchases of Equity Securities

We did not repurchase any equity securities between October 1, ~~2021~~2022 and December 31, ~~2021.~~2022.

Stock Performance Graph

The following graph compares the quarterly performance of our Class A common stock to the NASDAQ Composite Index ("NASDAQ Composite") and the Dow Jones U.S. Utilities Index ("IDU"). The chart assumes that the value of the investment in our Class A common stock and each index was $100 at December 31, ~~2016~~2017 and that all dividends were reinvested. The stock performance shown on the graph below is not indicative of future price performance.

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The performance graph above and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference.

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Item 6. Reserved

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the related notes thereto included elsewhere in this Annual Report. In this Annual Report, the terms “Via," "Via Renewables," "Spark Energy," “Company,” “we,” “us” and “our” refer collectively to Via Renewables, Inc. and its subsidiaries.

Overview

We are an independent retail energy services company founded in 1999 that provides residential and commercial customers in competitive markets across the United States with an alternative choice for natural gas and electricity. We purchase our natural gas and electricity supply from a variety of wholesale providers and bill our customers monthly for the delivery of natural gas and electricity based on their consumption at either a fixed or variable price. Natural gas and electricity are then distributed to our customers by local regulated utility companies through their existing infrastructure. As of December 31, ~~2021,~~2022, we operated in ~~100~~102 utility service territories across 19 states and the District of Columbia.

Our business consists of two operating segments:

•Retail Electricity Segment. In this segment, we purchase electricity supply through physical and financial transactions with market counterparties and ISOs and supply electricity to residential and commercial consumers pursuant to fixed-price and variable-price contracts. For the years ended December 31, 2022, 2021 and 2020, approximately 76%, 81% and ~~2019, approximately 81%,~~ 83% ~~and 85%~~, respectively, of our retail revenues were derived from the sale of electricity.

•Retail Natural Gas Segment. 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, 2022, 2021 and 2020, approximately 24%, 19% and ~~2019, approximately 19%,~~ 17% ~~and 15%~~, respectively, of our retail revenues were derived from the sale of natural gas.

Recent Developments

~~Company's Name Change~~Reverse Stock Split

~~In August 2021,~~On March 20, 2023, our shareholders approved a proposal for a reverse stock split (“Reverse Stock Split”) of our issued and outstanding Class A common stock and Class B common stock at a ratio between 1 for 2 and 1 for 5, to be determined by the Company’s Chief Executive Office or Chief Financial Officer. Effective March 21, 2023, we ~~changed our name from Spark Energy, Inc.~~effected the Reverse Stock Split at a ratio of 1 to ~~Via Renewables, Inc.~~5 shares of common stock, which began trading on a post-split basis on March 22, 2023. All shares and per share amounts in this report have been retrospectively restated to effect the stock split effective March 21, 2023.

~~Senior Credit Facility Amendment~~

~~In October 2021, we entered into the Fifth Amendment to our Senior Credit Facility, which, among other things extended the maturity date to~~ ~~October 13, 2023~~, and terminated the provision for Share Buyback Loans as well as added a provision for loans to fund acquisitions ("Acquisition Loans"), subject to limits as defined in the Fifth Amendment. Refer to Note 9 "Debt" for further discussion.

~~COVID-19~~

The outbreak of the novel coronavirus ("COVID-19") adversely impacted economic activity and conditions worldwide. In response to the COVID-19 pandemic, we deployed a remote working strategy in March 2020 that enabled our employees to work from home, provided timely communication to team members, implemented protocols for team members' safety, and initiated strategies for monitoring and responding to local COVID-19 impacts. Our preparedness efforts, coupled with quick and decisive plan implementation, resulted in minimal impacts to our workforce. Our workforce resumed normal work schedules at our corporate headquarters in May

~~Table of Contents~~

~~2021 however, with the rise of different variants, most recently the omicron variant, we have implemented adjusted work from home policies for certain employees.~~

A slower than planned ramp-up of our door-to-door sales channels as COVID-19 restrictions have lifted, and building new vendor relationships and establishing sales teams has significantly impacted our business, financial condition and results of operations during the year ended December 31, 2021. We are continuing to monitor developments involving customers and suppliers and the impact on our operations, business, financial condition, liquidity and results of operations for future periods.

Drivers of Our Business

The success of our business and our profitability are impacted by a number of drivers, the most significant of which are discussed below.

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

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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 following table shows our RCEs by segment as of December 31, 2022, 2021 ~~2020~~ and ~~2019:~~2020:


RCEs:	RCEs:					RCEs:
		December 31,			December 31,
(In thousands)	(In thousands)	2021	2020	2019		(In thousands)	2022	2021	2020
Retail Electricity	Retail Electricity	298	303	533		Retail Electricity	201	298	303
Retail Natural Gas	Retail Natural Gas	110	97	139		Retail Natural Gas	130	110	97
Total Retail	Total Retail	408	400	672		Total Retail	331	408	400



(In thousands)	Retail Electricity	Retail Natural Gas	Total	% Net Annual Increase (Decrease)















December 31, 2018	754	154	908	(13)%
Additions	189	58	247
Attrition	(410)	(73)	(483)
December 31, 2019	533	139	672	(26)%
Additions	38	8	46
Attrition	(268)	(50)	(318)
December 31, 2020	303	97	400	(40)%
Additions	110	47	157
Attrition	(115)	(34)	(149)
December 31, 2021	298	110	408	2%



	Year Ended	Quarter Ended
	December 31	December 31	September 30	June 30	March 31

2019	5.0%	7.0%	4.0%	3.8%	5.4%
2020	5.0%	7.7%	3.0%	3.5%	5.7%
2021	3.3%	3.4%	2.4%	3.3%	4.2%


	Year Ended December 31,
(In thousands)	2021		2020		2019
Customer Acquisition Costs	$	1,415	$	1,513	$	18,685



(In thousands)	Retail Electricity	Retail Natural Gas	Total	% Net Annual Increase (Decrease)















December 31, 2019	533	139	672
Additions	38	8	46
Attrition	(268)	(50)	(318)
December 31, 2020	303	97	400	(40)%
Additions	110	47	157
Attrition	(115)	(34)	(149)
December 31, 2021	298	110	408	2%
Additions	40	46	86
Attrition	(137)	(26)	(163)
December 31, 2022	201	130	331	(19)%



	Year Ended	Quarter Ended
	December 31	December 31	September 30	June 30	March 31

2020	5.0%	7.7%	3.0%	3.5%	5.7%
2021	3.3%	3.4%	2.4%	3.3%	4.2%
2022	3.8%	4.2%	4.0%	3.1%	3.7%


UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549


RCEs by Geographic Location:	RCEs by Geographic Location:							RCEs by Geographic Location:
(In thousands)	(In thousands)	Electricity	% of Total	Natural Gas	% of Total	Total	% of Total	(In thousands)	Electricity	% of Total	Natural Gas	% of Total	Total	% of Total
New England	New England	95	32%	13	11%	108	26%	New England	60	30%	13	10%	73	22%
Mid-Atlantic	Mid-Atlantic	104	35%	59	54%	163	40%	Mid-Atlantic	69	34%	57	44%	126	38%
Midwest	Midwest	27	9%	22	20%	49	12%	Midwest	20	10%	21	16%	41	12%
Southwest	Southwest	72	24%	16	15%	88	22%	Southwest	52	26%	39	30%	91	28%
Total	Total	298	100%	110	100%	408	100%	Total	201	100%	130	100%	331	100%


		2021 vs. 2020		2020 vs. 2019			2022 vs. 2021		2021 vs. 2020
Change in electricity volumes sold	Change in electricity volumes sold	$	(156.3)	$	(254.0)	Change in electricity volumes sold	$	(30.5)	$	(156.3)
Change in natural gas volumes sold	Change in natural gas volumes sold	(21.1)		(29.0)		Change in natural gas volumes sold	25.6		(21.1)
Change in electricity unit revenue per MWh	Change in electricity unit revenue per MWh	16.6		26.9		Change in electricity unit revenue per MWh	61.4		16.6
Change in electricity unit revenue per MWh - Winter Storm Uri		0.9		—
Change in electricity unit revenue per MWh - winter storm Uri						Change in electricity unit revenue per MWh - winter storm Uri	(0.9)		0.9
Change in natural gas unit revenue per MMBtu	Change in natural gas unit revenue per MMBtu	2.0		0.7		Change in natural gas unit revenue per MMBtu	9.5		2.0
Change in net asset optimization (expense) revenue	Change in net asset optimization (expense) revenue	(3.5)		(3.4)		Change in net asset optimization (expense) revenue	1.9		(3.5)
Change in total revenues	Change in total revenues	$	(161.4)	$	(258.8)	Change in total revenues	$	67.0	$	(161.4)


	December 31,
($ in thousands)	~~2021~~2022
Cash and cash equivalents	$	~~68,899~~33,658
Senior Credit Facility Availability (1)	~~28,266~~38,225

Subordinated Debt Facility Availability (2)	~~25,000~~5,000
Total Liquidity	$	~~122,165~~76,883


		Total		2022		2023		2024		2025		2026		> 5 years			Total		2023		2024		2025		2026		2027		> 5 years

Purchase obligations:	Purchase obligations:															Purchase obligations:

Pipeline transportation agreements	Pipeline transportation agreements	$	8.8	$	5.6	$	0.6	$	0.6	$	0.6	$	0.6	$	0.8	Pipeline transportation agreements	$	8.2	$	5.6	$	0.6	$	0.6	$	0.6	$	0.6	$	0.2
Other purchase obligations (1)	Other purchase obligations (1)	5.2		2.4		0.9		0.7		0.6		0.6		—		Other purchase obligations (1)	8.5		3.7		2.9		1.0		0.9		—		—
Total purchase obligations	Total purchase obligations	$	14.0	$	8.0	$	1.5	$	1.3	$	1.2	$	1.2	$	0.8	Total purchase obligations	$	16.7	$	9.3	$	3.5	$	1.6	$	1.5	$	0.6	$	0.2
Senior Credit Facility	Senior Credit Facility	$	135.0	$	—	$	135.0	$	—	$	—	$	—	$	—	Senior Credit Facility	$	100.0	$	—	$	—	$	100.0	$	—	$	—	$	—

Debt	Debt	$	135.0	$	—	$	135.0	$	—	$	—	$	—	$	—	Debt	$	100.0	$	—	$	—	$	100.0	$	—	$	—	$	—




MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING						68

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: ~~42)~~248)						6970

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, ~~2021~~2022 AND DECEMBER 31, ~~2020~~2021						7275

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED DECEMBER 31, 2022, 2021 ~~2020~~ AND ~~2019~~2020						7376

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022, 2021 ~~2020~~ AND ~~2019~~2020						7578

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022, 2021 ~~2020~~ AND ~~2019~~2020						7780

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS						7981


						~~Derivative Instruments~~
~~Description of the Matter~~						As described in Note 6 of the consolidated financial statements, the Company has recognized $7.7 million in gross derivative assets and $19.8 million in gross derivative liabilities. Notional volumes associated with natural gas and electricity derivatives were 5,398,000 MMBtu and 1,785,000 MWh as of December 31, 2021. Auditing the completeness and accuracy of derivatives was complex due to the significant volume of activity associated with the Company’s risk management activities.


~~How We Addressed the Matter in Our Audit~~						~~We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process of capturing and accounting for derivative instruments.~~ To test the completeness and accuracy of the Company’s derivative portfolio, our audit procedures included, among others, independently confirming details of contracts with counterparties and testing a sample of derivative contracts. For example, we confirmed directly with brokers and performed reconciliations between the broker’s statement and the Company’s derivative portfolio records. We also tested information subsequent to the balance sheet date to evaluate completeness of derivatives recorded. For example, we evaluated cash disbursement activity to evaluate completeness of the Company’s derivative portfolio records.


Class B common stock, par value $0.01 per share, 60,000,000 shares authorized, 20,000,000 issued and outstanding at December 31, 2021 and 20,800,000 issued and outstanding at December 31, 2020		201		209
Class B common stock, par value $0.01 per share, 60,000,000 shares authorized, 4,000,000 issued and outstanding at December 31, 2022 and December 31, 2021						Class B common stock, par value $0.01 per share, 60,000,000 shares authorized, 4,000,000 issued and outstanding at December 31, 2022 and December 31, 2021	40		40
Additional paid-in capital	Additional paid-in capital	54,663		55,222		Additional paid-in capital	42,871		53,918
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(40)		(40)		Accumulated other comprehensive loss	(40)		(40)
Retained earnings	Retained earnings	776		11,721		Retained earnings	2,073		173
Treasury stock, at cost, 144,594 at December 31, 2021 and December 31, 2020		(2,406)		(2,406)
Treasury stock, at cost, 28,918 at December 31, 2022 and December 31, 2021						Treasury stock, at cost, 28,918 at December 31, 2022 and December 31, 2021	(2,406)		(2,406)
Total stockholders' equity	Total stockholders' equity	53,352		64,854		Total stockholders' equity	42,570		51,717
Non-controlling interest in Spark HoldCo, LLC	Non-controlling interest in Spark HoldCo, LLC	(3,001)		23,607		Non-controlling interest in Spark HoldCo, LLC	(14,234)		(3,168)
Total equity	Total equity	50,351		88,461		Total equity	28,336		48,549
Total Liabilities, Series A Preferred Stock and stockholders' equity	Total Liabilities, Series A Preferred Stock and stockholders' equity	$	355,276	$	366,667	Total Liabilities, Series A Preferred Stock and stockholders' equity	$	330,950	$	353,759


		Issued Shares of Class A Common Stock	Issued Shares of Class B Common Stock	Treasury Stock	Class A Common Stock		Class B Common Stock		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Additional Paid-In Capital		Retained Earnings (Deficit)		Total Stockholders' Equity		Non-controlling Interest		Total Equity			Issued Shares of Class A Common Stock	Issued Shares of Class B Common Stock	Treasury Stock	Class A Common Stock		Class B Common Stock		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Additional Paid-In Capital		Retained Earnings (Deficit)		Total Stockholders' Equity		Non-controlling Interest		Total Equity

Balance at 12/31/2018:		14,178	20,800	(99)	$	142	$	209	$	(2,011)	$	2	$	46,157	$	1,307	$	45,806	$	44,488	$	90,294
Stock based compensation		—	—	—	—		—		—		—		5,271		—		5,271		—		5,271
Restricted stock unit vesting		301	—	—	3		—		—		—		(1,107)		—		(1,104)		—		(1,104)
Consolidated net income		—	—	—	—		—		—		—		—		8,450		8,450		5,763		14,213
Foreign currency translation adjustment for equity method investee		—	—	—	—		—		—		(42)		—		—		(42)		(60)		(102)
Gain on settlement of TRA, net of tax		—	—	—	—		—		—		—		11,951		—		11,951		—		11,951
Distributions paid to non-controlling unit holders		—	—	—	—		—		—		—		—		—		—		(34,794)		(34,794)
Dividends paid to Class A common stockholders ($0.725 per share)		—	—	—	—		—		—		—		(7,776)		(2,606)		(10,382)		—		(10,382)
Changes in ownership interest		—	—	—	—		—		—		—		(680)		—		(680)		680		—
Dividends to Preferred Shareholders		—	—	—	—		—		—		—		(2,029)		(6,077)		(8,106)		—		(8,106)
Proceeds from disgorgement of stockholder short-swing profits		—	—	—	—		—		—		—		55		—		55		—		55
Acquisition of Customers from Affiliate		—	—	—	—		—		—		—		—		—		—		(10)		(10)
Balance at 12/31/2019:	Balance at 12/31/2019:	14,479	20,800	(99)	$	145	$	209	$	(2,011)	$	(40)	$	51,842	$	1,074	$	51,219	$	16,067	$	67,286	Balance at 12/31/2019:	2,896	4,160	(20)	$	29	$	42	$	(2,011)	$	(40)	$	52,125	$	1,074	$	51,219	$	16,067	$	67,286
Impact of adoption of ASC 326	Impact of adoption of ASC 326	—	—	—	—		—		—		—		—		(633)		(633)		—		(633)		Impact of adoption of ASC 326	—	—	—	—		—		—		—		—		(633)		(633)		—		(633)
Balance at January 1, 2020	Balance at January 1, 2020	14,479	20,800	(99)	145		209		(2,011)		(40)		51,842		441		50,586		16,067		66,653		Balance at January 1, 2020	2,896	4,160	(20)	29		42		(2,011)		(40)		52,125		441		50,586		16,067		66,653
Stock based compensation	Stock based compensation	—	—	—	—		—		—		—		2,357				2,357		—		2,357		Stock based compensation	—	—	—	—		—		—		—		2,357		—		2,357		—		2,357
Restricted stock unit vesting	Restricted stock unit vesting	293	—	—	3		—		—		—		(915)		—		(912)		—		(912)		Restricted stock unit vesting	59	—	—	1		—		—		—		(913)		—		(912)		—		(912)
Consolidated net income	Consolidated net income	—	—	—	—		—		—		—		—		29,290		29,290		38,928		68,218		Consolidated net income	—	—	—	—		—		—		—		—		27,313		27,313		38,761		66,074

Distributions paid to non-controlling unit holders	Distributions paid to non-controlling unit holders	—	—	—	—		—		—		—		—		—		—		(29,450)		(29,450)		Distributions paid to non-controlling unit holders	—	—	—	—		—		—		—		—		—		—		(29,450)		(29,450)
Dividends paid to Class A common stockholders ($0.725 per share)		—	—	—	—		—		—		—		—		(10,569)		(10,569)		—		(10,569)
Dividends paid to Preferred Stockholders		—	—	—	—		—		—		—		—		(7,441)		(7,441)		—		(7,441)
Dividends paid to Class A common stockholders ($3.625 per share)																							Dividends paid to Class A common stockholders ($3.625 per share)	—	—	—	—		—		—		—		—		(10,569)		(10,569)		—		(10,569)

Dividends Paid to Preferred Shareholders																							Dividends Paid to Preferred Shareholders	—	—	—	—		—		—		—		—		(7,441)		(7,441)		—		(7,441)

Treasury Shares	Treasury Shares	—	—	(45)	—		—		(395)		—				—		(395)				(395)		Treasury Shares	—	—	(9)	—		—		(395)		—		—		—		(395)		—		(395)
Changes in ownership interest																							Changes in ownership interest	—	—	—	—		—		—		—		1,938		—		1,938		(1,938)		—
Balance at 12/31/2020:																							Balance at 12/31/2020:	2,955	4,160	(29)	$	30	$	42	$	(2,406)	$	(40)	$	55,507	$	9,744	$	62,877	$	23,440	$	86,317

Stock based compensation																							Stock based compensation	—	—	—	—		—		—		—		3,151				3,151		—		3,151
Restricted stock unit vesting																							Restricted stock unit vesting	44	—	—	—		—		—		—		(1,083)		—		(1,083)		—		(1,083)
Consolidated net income (loss)																							Consolidated net income (loss)	—	—	—	—		—		—		—		—		3,733		3,733		(9,146)		(5,413)
Distributions paid to non-controlling unit holders																							Distributions paid to non-controlling unit holders	—	—	—	—		—		—		—		—		—		—		(17,436)		(17,436)
Dividends paid to Class A common stockholders ($3.625 per share)																							Dividends paid to Class A common stockholders ($3.625 per share)	—	—	—	—		—		—		—		(5,487)		(5,500)		(10,987)		—		(10,987)
Dividends paid to Preferred Stockholders																							Dividends paid to Preferred Stockholders	—	—	—	—		—		—		—		—		(7,804)		(7,804)		—		(7,804)
Remeasurement of deferred tax assets																							Remeasurement of deferred tax assets	—	—	—	—		—		—		—		1,804		—		1,804				1,804
Exchange of shares of Class B common stock to shares of Class A common stock																							Exchange of shares of Class B common stock to shares of Class A common stock	160	(160)	—	2		(2)		—		—		320		—		320		(320)		—

Changes in ownership interest																							Changes in ownership interest	—	—	—	—		—		—		—		(294)		—		(294)		294		—
Balance at December 31, 2021																							Balance at December 31, 2021	3,159	4,000	(29)	$	32	$	40	$	(2,406)	$	(40)	$	53,918	$	173	$	51,717	$	(3,168)	$	48,549


		Year Ended December 31,							Year Ended December 31,
(in thousands)	(in thousands)	2021		2020		2019		(in thousands)	2022		2021		2020
Adjusted EBITDA ~~(1)~~(2)	Adjusted EBITDA ~~(1)~~(2)	$	80,657	$	106,634	$	92,404	Adjusted EBITDA ~~(1)~~(2)	$	51,793	$	80,657	$	106,634
Retail Gross Margin ~~(2)~~(4)	Retail Gross Margin ~~(2)~~(4)	$	132,534	$	196,473	$	220,740	Retail Gross Margin ~~(2)~~(4)	$	114,815	$	132,534	$	196,473


	Year Ended December 31,
(in thousands)	2021		2020		2019
Reconciliation of Retail Gross Margin to Operating Income:
Operating income	$	4,409	$	88,797	$	23,979
Plus:
Depreciation and amortization	21,578		30,767		40,987
General and administrative expense	44,279		90,734		133,534
Less:
Net asset optimization (expense) revenue	(4,243)		(657)		2,771
Gain (Loss) on non-trading derivative instruments	22,130		(23,439)		(67,955)
Cash settlements on non-trading derivative instruments	(15,752)		37,921		42,944
Non-recurring event - Winter Storm Uri	(64,403)		—		—
Retail Gross Margin	$	132,534	$	196,473	$	220,740
Retail Gross Margin - Retail Electricity Segment (1)	$	96,009	$	143,233	$	160,540
Retail Gross Margin - Retail Natural Gas Segment	$	36,525	$	53,240	$	60,200


	Year Ended December 31,
(in thousands)	2022		2021		2020
Reconciliation of Retail Gross Margin to Gross Profit:
Total Revenues	$	460,493	$	393,485	$	554,890
Less:
Retail cost of revenues	357,096		323,219		344,592
Gross Profit	$	103,397	$	70,266	$	210,298
Less:
Net asset optimization expense	(2,322)		(4,243)		(657)
Net, gain (loss) on non-trading derivative instruments	17,305		22,130		(23,439)
Net, cash settlements on non-trading derivative instruments	(35,966)		(15,752)		37,921
Non-recurring event - winter storm Uri	9,565		(64,403)		—
Retail Gross Margin	$	114,815	$	132,534	$	196,473
Retail Gross Margin - Retail Electricity Segment (1)(2)	$	82,749	$	96,009	$	143,233
Retail Gross Margin - Retail Natural Gas Segment	$	32,066	$	36,525	$	53,240


		Year Ended December 31,							Year Ended December 31,
		2021		2020		2019			2022		2021		2020
		(in thousands, except volume and per unit operating data)							(in thousands, except volume and per unit operating data)
Retail Electricity Segment	Retail Electricity Segment							Retail Electricity Segment
Total Revenues	Total Revenues	$	322,594	$	461,393	$	688,451	Total Revenues	$	352,750	$	322,594	$	461,393
Retail Cost of Revenues	Retail Cost of Revenues	284,794		306,012		552,250		Retail Cost of Revenues	275,701		284,794		306,012

Less: Net Gains (Losses) on non-trading derivatives, net of cash settlements		6,194		12,148		(24,339)
Non-recurring event - Winter Storm Uri		$	(64,403)	$	—	$	—
Less: Net (Losses) Gains on non-trading derivatives, net of cash settlements								Less: Net (Losses) Gains on non-trading derivatives, net of cash settlements	(15,265)		6,194		12,148
Non-recurring event - winter storm Uri								Non-recurring event - winter storm Uri	9,565		(64,403)		—
Retail Gross Margin (1) —Electricity	Retail Gross Margin (1) —Electricity	$	96,009	$	143,233	$	160,540	Retail Gross Margin (1) —Electricity	$	82,749	$	96,009	$	143,233
Volumes—Electricity (MWhs) (3)	Volumes—Electricity (MWhs) (3)	2,677,681		4,049,543		6,416,568		Volumes—Electricity (MWhs) (3)	2,433,906		2,677,681		4,049,543
Retail Gross Margin (2) (4) —Electricity per MWh	Retail Gross Margin (2) (4) —Electricity per MWh	$	35.86	$	35.37	$	25.02	Retail Gross Margin (2) (4) —Electricity per MWh	$	34.00	$	35.86	$	35.37

Retail Natural Gas Segment	Retail Natural Gas Segment							Retail Natural Gas Segment
Total Revenues	Total Revenues	$	75,134	$	94,154	$	122,503	Total Revenues	$	110,065	$	75,134	$	94,154
Retail Cost of Revenues	Retail Cost of Revenues	38,425		38,580		62,975		Retail Cost of Revenues	81,395		38,425		38,580

Less: Net Gains (Losses) on non-trading derivatives, net of cash settlements		184		2,334		(672)
Less: Net (Losses) Gains on non-trading derivatives, net of cash settlements								Less: Net (Losses) Gains on non-trading derivatives, net of cash settlements	(3,396)		184		2,334
Retail Gross Margin (1) —Gas	Retail Gross Margin (1) —Gas	$	36,525	$	53,240	$	60,200	Retail Gross Margin (1) —Gas	$	32,066	$	36,525	$	53,240
Volumes—Gas (MMBtus)	Volumes—Gas (MMBtus)	8,611,285		11,100,446		14,543,563		Volumes—Gas (MMBtus)	11,558,952		8,611,285		11,100,446
Retail Gross Margin (2) —Gas per MMBtu	Retail Gross Margin (2) —Gas per MMBtu	$	4.24	$	4.80	$	4.14	Retail Gross Margin (2) —Gas per MMBtu	$	2.77	$	4.24	$	4.80


Gain on settlement of tax receivable agreement liability—affiliates		$	—	$	—	$	16,336
									Year Ended December 31,
									2022		2021		2020
Cash flows from operating activities:								Cash flows from operating activities:
Net income (loss)								Net income (loss)	$	11,203	$	(5,413)	$	66,074
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:								Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Depreciation and amortization expense								Depreciation and amortization expense	16,703		21,578		30,767
Deferred income taxes								Deferred income taxes	1,962		5,507		3,764

Stock based compensation								Stock based compensation	3,252		3,448		2,503
Amortization of deferred financing costs								Amortization of deferred financing costs	1,125		997		1,210

Bad debt expense								Bad debt expense	6,865		445		4,692
(Loss) gain on derivatives, net								(Loss) gain on derivatives, net	(17,821)		(21,200)		23,386
Current period cash settlements on derivatives, net								Current period cash settlements on derivatives, net	35,643		15,692		(37,414)

Other								Other	26		—		—
Changes in assets and liabilities:								Changes in assets and liabilities:

(Increase) decrease in accounts receivable								(Increase) decrease in accounts receivable	(21,620)		3,229		37,960
(Increase) decrease in accounts receivable—affiliates								(Increase) decrease in accounts receivable—affiliates	(2,636)		1,234		(3,020)
(Increase) decrease in inventory								(Increase) decrease in inventory	(2,423)		(486)		1,458
Increase in customer acquisition costs								Increase in customer acquisition costs	(5,870)		(1,415)		(1,513)
(Increase) decrease in prepaid and other current assets								(Increase) decrease in prepaid and other current assets	(10,475)		654		(2,120)
Decrease in intangible assets—customer acquisition								Decrease in intangible assets—customer acquisition	—		27		—
(Increase) decrease in other assets								(Increase) decrease in other assets	(502)		(190)		288
Increase (decrease) in accounts payable and accrued liabilities								Increase (decrease) in accounts payable and accrued liabilities	2,707		(10,213)		(37,012)
Decrease in accounts payable—affiliates								Decrease in accounts payable—affiliates	(226)		(335)		(184)
(Decrease) increase in other current liabilities								(Decrease) increase in other current liabilities	(1,597)		(705)		1,180
Decrease in other non-current liabilities								Decrease in other non-current liabilities	(109)		(152)		(188)

Net cash provided by operating activities								Net cash provided by operating activities	16,207		12,702		91,831
Cash flows from investing activities:								Cash flows from investing activities:
Purchases of property and equipment								Purchases of property and equipment	(2,153)		(2,713)		(2,154)

Acquisition of Customers								Acquisition of Customers	(4,718)		(3,797)		—

Net cash used in investing activities								Net cash used in investing activities	(6,871)		(6,510)		(2,154)
Cash flows from financing activities:								Cash flows from financing activities:
Buyback of Series A Preferred Stock								Buyback of Series A Preferred Stock	—		—		(2,282)

Borrowings on notes payable								Borrowings on notes payable	289,000		774,000		612,000
Payments on notes payable								Payments on notes payable	(324,000)		(739,000)		(635,000)

Net borrowings on subordinated debt facility								Net borrowings on subordinated debt facility	20,000		—		—
Payment for acquired customers								Payment for acquired customers	—		—		(972)

Restricted stock vesting								Restricted stock vesting	(663)		(1,329)		(1,107)

Payment of dividends to Class A common stockholders								Payment of dividends to Class A common stockholders	(11,461)		(10,987)		(10,569)
Payment of distributions to non-controlling unitholders								Payment of distributions to non-controlling unitholders	(14,553)		(17,436)		(29,450)
Payment of Preferred Stock dividends								Payment of Preferred Stock dividends	(7,628)		(7,804)		(7,886)
Purchase of Treasury Stock								Purchase of Treasury Stock	—		—		(395)
Net cash used in financing activities								Net cash used in financing activities	(49,305)		(2,556)		(75,661)
(Decrease) increase in Cash and cash equivalents and Restricted Cash								(Decrease) increase in Cash and cash equivalents and Restricted Cash	(39,969)		3,636		14,016
Cash and cash equivalents and Restricted cash—beginning of period								Cash and cash equivalents and Restricted cash—beginning of period	75,320		71,684		57,668
Cash and cash equivalents and Restricted cash—end of period								Cash and cash equivalents and Restricted cash—end of period	$	35,351	$	75,320	$	71,684
Supplemental Disclosure of Cash Flow Information:								Supplemental Disclosure of Cash Flow Information:
Non-cash items:								Non-cash items:
Property and equipment purchase accrual								Property and equipment purchase accrual	$	(4)	$	(38)	$	46

Cash paid (received) during the period for:	Cash paid (received) during the period for:							Cash paid (received) during the period for:
Interest	Interest	$	3,754	$	3,859	$	6,634	Interest	$	5,561	$	3,754	$	3,859
Taxes	Taxes	$	(1,788)	$	23,890	$	7,516	Taxes	$	865	$	(1,788)	$	23,890


	December 31, 2020						December 31, 2021
	As Reported		Adjustments		As Adjusted		As Reported		Adjustments		As Adjusted
Deferred Tax Assets	$	27,960	$	(1,859)	$	26,101	$	23,915	$	(1,517)	$	22,398
Total Assets	366,667		(1,859)		364,808		355,276		(1,517)		353,759
Accrued liabilities	34,164		285		34,449		19,303		285		19,588

Additional Paid in Capital	55,507		—		55,507		54,950		(1,032)		53,918
Retained Earnings	11,721		(1,977)		9,744		776		(603)		173
Total stockholders' equity	64,854		(1,977)		62,877		53,352		(1,635)		51,717
Non controlling interest in Spark HoldCo	23,607		(167)		23,440		(3,001)		(167)		(3,168)
Total Equity	88,461		(2,144)		86,317		50,351		(1,802)		48,549
Total Liabilities, Series A Preferred Stock and stockholders' equity	366,667		(1,859)		364,808		355,276		(1,517)		353,759

Income tax expense	15,736		2,144		17,880		3,804		1,462		5,266
Net income (loss)	68,218		(2,144)		66,074		(3,951)		(1,462)		(5,413)
Net income (loss) attributable to non controlling interest	38,928		(167)		38,761		(9,146)		—		(9,146)
Net Income Available to Via Renewables, Inc. stockholders	29,290		(1,977)		27,313		5,195		(1,462)		3,733
Net (loss) income attributable to stockholders of Class A common stock	21,849		(1,977)		19,872		(2,609)		(1,462)		(4,071)
Comprehensive income (loss)	68,218		(2,144)		66,074		(3,951)		(1,462)		(5,413)
Comprehensive income (loss) attributable to non controlling interests	38,928		(167)		38,761		(9,146)		—		(9,146)
Comprehensive Income attributable to Via Renewables, Inc. stockholders	29,290		(1,977)		27,313		5,195		(1,462)		3,733

Net income (loss) attributable to Via Renewables, Inc. per share of Class A common stock
Basic	7.50		(0.67)		6.83		(0.85)		(0.50)		(1.35)
Diluted	7.40		(0.65)		6.75		(0.85)		(0.50)		(1.35)

Cash flows from operating activities:
Net income (loss)	68,218		(2,144)		66,074		(3,951)		(1,462)		(5,413)
Deferred income taxes	1,905		1,859		3,764		4,045		1,462		5,507
Accounts payable and accrued liabilities	(37,297)		285		(37,012)		(10,213)		—		(10,213)
Net cash provided by operating activities	91,831		—		91,831		12,702		—		12,702


Reportable Segments
	Year Ended December 31, 2021						Year Ended December 31, 2020						Year Ended December 31, 2019
	Retail Electricity		Retail Natural Gas		Total Reportable Segments		Retail Electricity		Retail Natural Gas		Total Reportable Segments		Retail Electricity		Retail Natural Gas		Total Reportable Segments

Primary markets (a)
New England	$	100,819	$	9,402	$	110,221	$	166,982	$	14,846	$	181,828	$	284,909	$	19,289	$	304,198
Mid-Atlantic	107,307		28,070		135,377		166,157		32,769		198,926		242,556		42,469		285,025
Midwest	41,974		20,602		62,576		57,314		26,368		83,682		79,188		39,200		118,388
Southwest	72,494		17,060		89,554		70,940		20,171		91,111		81,798		21,545		103,343
	$	322,594	$	75,134	$	397,728	$	461,393	$	94,154	$	555,547	$	688,451	$	122,503	$	810,954

Customer type
Commercial	$	49,159	$	25,610	$	74,769	$	128,874	$	31,205	$	160,079	$	249,730	$	40,466	$	290,196
Residential	280,065		49,483		329,548		341,382		66,305		407,687		449,900		83,455		533,355
Unbilled revenue (b)	(6,630)		41		(6,589)		(8,863)		(3,356)		(12,219)		(11,179)		(1,418)		(12,597)
	$	322,594	$	75,134	$	397,728	$	461,393	$	94,154	$	555,547	$	688,451	$	122,503	$	810,954

Customer credit risk
POR	$	195,120	$	40,541	$	235,661	$	308,010	$	47,470	$	355,480	$	479,011	$	64,416	$	543,427
Non-POR	127,474		34,593		162,067		153,383		46,684		200,067		209,440		58,087		267,527
	$	322,594	$	75,134	$	397,728	$	461,393	$	94,154	$	555,547	$	688,451	$	122,503	$	810,954


Reportable Segments
	Years ended December 31, 2022						Years ended December 31, 2021						Years ended December 31, 2020
	Retail Electricity (c)		Retail Natural Gas		Total Reportable Segments		Retail Electricity		Retail Natural Gas		Total Reportable Segments		Retail Electricity		Retail Natural Gas		Total Reportable Segments

Primary markets (a)
New England	$	111,332	$	10,284	$	121,616	$	100,819	$	9,402	$	110,221	$	166,982	$	14,846	$	181,828
Mid-Atlantic	114,994		49,626		164,620		107,307		28,070		135,377		166,157		32,769		198,926
Midwest	39,658		22,436		62,094		41,974		20,602		62,576		57,314		26,368		83,682
Southwest	86,766		27,719		114,485		72,494		17,060		89,554		70,940		20,171		91,111
	$	352,750	$	110,065	$	462,815	$	322,594	$	75,134	$	397,728	$	461,393	$	94,154	$	555,547

Customer type
Commercial	$	42,439	$	53,504	$	95,943	$	49,159	$	25,610	$	74,769	$	128,874	$	31,205	$	160,079
Residential	309,503		51,465		360,968		280,065		49,483		329,548		341,382		66,305		407,687
Unbilled revenue (b)	808		5,096		5,904		(6,630)		41		(6,589)		(8,863)		(3,356)		(12,219)
	$	352,750	$	110,065	$	462,815	$	322,594	$	75,134	$	397,728	$	461,393	$	94,154	$	555,547

Customer credit risk
POR	$	212,374	$	62,962	$	275,336	$	195,120	$	40,541	$	235,661	$	308,010	$	47,470	$	355,480
Non-POR	140,376		47,103		187,479		127,474		34,593		162,067		153,383		46,684		200,067
	$	352,750	$	110,065	$	462,815	$	322,594	$	75,134	$	397,728	$	461,393	$	94,154	$	555,547















Balance at December 31, ~~2020~~2021	$	~~(3,942)~~(2,368)

Bad debt provision	~~(205)~~(6,865)
Write-offs	~~2,192~~5,130
Recovery of previous write offs	~~(413)~~(232)
Balance at December 31, ~~2021~~2022	$	~~(2,368)~~(4,335)


		The Company		Affiliated Owners			The Company		Affiliated Owners

December 31, 2022						December 31, 2022	44.45	%	55.55	%
December 31, 2021	December 31, 2021	44.12	%	55.88	%	December 31, 2021	44.12	%	55.88	%
December 31, 2020		41.53	%	58.47	%


	(in thousands)









Balance at December 31, ~~2019~~2020	$	~~90,015~~87,288
Repurchase of Series A Preferred Stock	~~(2,667)~~—
Accumulated dividends on Series A Preferred Stock	~~(60)~~—
Balance at December 31, ~~2020~~2021	$	87,288
Repurchase of Series A Preferred Stock	—
Accumulated dividends on Series A Preferred Stock	—425
Balance at December 31, ~~2021~~2022	$	~~87,288~~87,713


		December 31, 2021											December 31, 2022
Description	Description	Gross Assets		Gross Amounts Offset		Net Assets		Cash Collateral Offset		Net Amount Presented		Description	Gross Assets		Gross Amounts Offset		Net Assets		Cash Collateral Offset		Net Amount Presented
Non-trading commodity derivatives	Non-trading commodity derivatives	$	7,121	$	(3,319)	$	3,802	$	—	$	3,802	Non-trading commodity derivatives	$	709	$	(154)	$	555	$	—	$	555
Trading commodity derivatives	Trading commodity derivatives	143		(15)		128		—		128		Trading commodity derivatives	1,267		(190)		1,077		—		1,077
Total Current Derivative Assets	Total Current Derivative Assets	7,264		(3,334)		3,930		—		3,930		Total Current Derivative Assets	1,976		(344)		1,632		—		1,632
Non-trading commodity derivatives	Non-trading commodity derivatives	411		(71)		340		—		340		Non-trading commodity derivatives	1,364		(698)		666		—		666
Trading commodity derivatives	Trading commodity derivatives	—		—		—		—		—		Trading commodity derivatives	—		—		—		—		—
Total Non-current Derivative Assets	Total Non-current Derivative Assets	411		(71)		340		—		340		Total Non-current Derivative Assets	1,364		(698)		666		—		666
Total Derivative Assets	Total Derivative Assets	$	7,675	$	(3,405)	$	4,270	$	—	$	4,270	Total Derivative Assets	$	3,340	$	(1,042)	$	2,298	$	—	$	2,298


Description	Description	Gross Liabilities		Gross Amounts Offset		Net Liabilities		Cash Collateral Offset		Net Amount Presented		Description	Gross Liabilities		Gross Amounts Offset		Net Liabilities		Cash Collateral Offset		Net Amount Presented
Non-trading commodity derivatives	Non-trading commodity derivatives	$	(18,195)	$	14,504	$	(3,691)	$	491	$	(3,200)	Non-trading commodity derivatives	$	(42,586)	$	24,969	$	(17,617)	$	2,715	$	(14,902)
Trading commodity derivatives	Trading commodity derivatives	(1,403)		445		(958)		—		(958)		Trading commodity derivatives	(1,831)		601		(1,230)		—		(1,230)
Total Current Derivative Liabilities	Total Current Derivative Liabilities	(19,598)		14,949		(4,649)		491		(4,158)		Total Current Derivative Liabilities	(44,417)		25,570		(18,847)		2,715		(16,132)
Non-trading commodity derivatives	Non-trading commodity derivatives	(236)		200		(36)		—		(36)		Non-trading commodity derivatives	(2,907)		192		(2,715)		—		(2,715)
Trading commodity derivatives	Trading commodity derivatives	—		—		—		—		—		Trading commodity derivatives	—		—		—		—		—
Total Non-current Derivative Liabilities	Total Non-current Derivative Liabilities	(236)		200		(36)		—		(36)		Total Non-current Derivative Liabilities	(2,907)		192		(2,715)		—		(2,715)
Total Derivative Liabilities	Total Derivative Liabilities	$	(19,834)	$	15,149	$	(4,685)	$	491	$	(4,194)	Total Derivative Liabilities	$	(47,324)	$	25,762	$	(21,562)	$	2,715	$	(18,847)


		Estimated useful lives (years)	December 31, 2021		December 31, 2020			Estimated useful lives (years)	December 31, 2022		December 31, 2021
Information technology	Information technology	2 – 5	$	6,534	$	5,821	Information technology	2 – 5	$	7,680	$	6,534

Furniture and fixtures	Furniture and fixtures	2 – 5	957		957		Furniture and fixtures	2 – 5	20		957

Total	Total		7,491		6,778		Total		7,700		7,491
Accumulated depreciation	Accumulated depreciation		(3,230)		(3,424)		Accumulated depreciation		(3,009)		(3,230)
Property and equipment—net	Property and equipment—net		$	4,261	$	3,354	Property and equipment—net		$	4,691	$	4,261


		Goodwill		Customer Relationships— Acquired & Non-Compete Agreements		Customer Relationships— Other		Trademarks			Goodwill		Customer Relationships— Acquired & Non-Compete Agreements		Customer Relationships— Other		Trademarks

Balance at December 31, 2018		$	120,343	$	36,194	$	6,865	$	7,287
Additions		—		—		6,913		—
Amortization		—		(12,342)		(6,256)		(1,579)

Balance at December 31, 2019	Balance at December 31, 2019	$	120,343	$	23,852	$	7,522	$	5,708	Balance at December 31, 2019	$	120,343	$	23,852	$	7,522	$	5,708

Amortization	Amortization	—		(9,339)		(4,267)		(1,110)		Amortization	—		(9,339)		(4,267)		(1,110)
Balance at December 31, 2020	Balance at December 31, 2020	$	120,343	$	14,513	$	3,255	$	4,598	Balance at December 31, 2020	$	120,343	$	14,513	$	3,255	$	4,598
Additions	Additions	—		—		9,100		—		Additions	—		—		9,100		—
Adjustments	Adjustments	—		—		(27)		—		Adjustments	—		—		(27)		—
Amortization	Amortization	—		(9,081)		(3,577)		(1,066)		Amortization	—		(9,081)		(3,577)		(1,066)
Balance at December 31, 2021	Balance at December 31, 2021	$	120,343	$	5,432	$	8,751	$	3,532	Balance at December 31, 2021	$	120,343	$	5,432	$	8,751	$	3,532
Additions										Additions	—		—		1,091		—
Adjustments										Adjustments	—		1		—		(10)
Amortization										Amortization	—		(5,232)		(7,042)		(694)
Balance at December 31, 2022										Balance at December 31, 2022	$	120,343	$	201	$	2,800	$	2,828


Year Ending December 31,	Year Ending December 31,			Year Ending December 31,
2022		$	9,227
2023	2023	3,639		2023	$	2,921
2024	2024	2,830		2024	746
2025	2025	404		2025	543
2026	2026	404		2026	404
2027				2027	404
> 5 years	> 5 years	1,211		> 5 years	811
Total	Total	$	17,715	Total	$	5,829


		Years Ended December 31,							Years Ended December 31,
		2021		2020		2019			2022		2021		2020
Senior Credit Facility	Senior Credit Facility	$	2,206	$	2,291	$	5,263	Senior Credit Facility	$	4,333	$	2,206	$	2,291

Letters of credit fees and commitment fees	Letters of credit fees and commitment fees	1,417		1,472		1,656		Letters of credit fees and commitment fees	1,637		1,417		1,472
Amortization of deferred financing costs	Amortization of deferred financing costs	997		1,210		1,275		Amortization of deferred financing costs	1,125		997		1,210

Other	Other	306		293		197		Other	109		306		293
Verde promissory note		—		—		230

Interest expense	Interest expense	$	4,926	$	5,266	$	8,621	Interest expense	$	7,204	$	4,926	$	5,266


		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
December 31, 2021
December 31, 2022										December 31, 2022
Non-trading commodity derivative assets	Non-trading commodity derivative assets	$	104	$	4,038	$	—	$	4,142	Non-trading commodity derivative assets	$	72	$	1,149	$	—	$	1,221
Trading commodity derivative assets	Trading commodity derivative assets	—		128		—		128		Trading commodity derivative assets	—		1,077		—		1,077
Total commodity derivative assets	Total commodity derivative assets	$	104	$	4,166	$	—	$	4,270	Total commodity derivative assets	$	72	$	2,226	$	—	$	2,298
Non-trading commodity derivative liabilities	Non-trading commodity derivative liabilities	$	—	$	(3,236)	$	—	$	(3,236)	Non-trading commodity derivative liabilities	$	—	$	(17,617)	$	—	$	(17,617)
Trading commodity derivative liabilities	Trading commodity derivative liabilities	—		(958)		—		(958)		Trading commodity derivative liabilities	—		(1,230)		—		(1,230)
Total commodity derivative liabilities	Total commodity derivative liabilities	$	—	$	(4,194)	$	—	$	(4,194)	Total commodity derivative liabilities	$	—	$	(18,847)	$	—	$	(18,847)


		Number of Shares (in thousands)	Weighted Average Grant Date Fair Value		Number of Shares (in thousands)	Weighted Average Grant Date Fair Value

Unvested at December 31, 2020		305	$9.48
Unvested at December 31, 2021				Unvested at December 31, 2021	78	$51.77
Granted	Granted	394	10.67	Granted	85	39.66
Dividend reinvestment issuances	Dividend reinvestment issuances	27	10.79	Dividend reinvestment issuances	9	39.95
Vested	Vested	(319)	10.90	Vested	(53)	42.16
Forfeited	Forfeited	(14)	10.56	Forfeited	(5)	46.15
Unvested at December 31, 2021		393	$10.35
Unvested at December 31, 2022				Unvested at December 31, 2022	114	$44.88


		Number of Shares (in thousands)	Weighted Average Reporting Date Fair Value		Number of Shares (in thousands)	Weighted Average Reporting Date Fair Value

Unvested at December 31, 2020		37	$9.57
Unvested at December 31, 2021				Unvested at December 31, 2021	5	$57.15
Granted	Granted	8	11.43	Granted	13	25.55
Dividend reinvestment issuances	Dividend reinvestment issuances	1	11.43	Dividend reinvestment issuances	1	25.55
Vested	Vested	(23)	10.70	Vested	(5)	41.05
Forfeited	Forfeited	—	—	Forfeited	—	—
Unvested at December 31, 2021		23	$11.43
Unvested at December 31, 2022				Unvested at December 31, 2022	14	$25.55


Year Ended December 31, 2021
Year Ended December 31, 2022												Year Ended December 31, 2022
		Retail Electricity		Retail Natural Gas		Corporate and Other		Eliminations		Consolidated			Retail Electricity		Retail Natural Gas		Corporate and Other		Eliminations		Consolidated
Total Revenues	Total Revenues	$	322,594	$	75,134	$	(4,243)	$	—	$	393,485	Total Revenues	$	352,750	$	110,065	$	(2,322)	$	—	$	460,493
Retail cost of revenues	Retail cost of revenues	284,794		38,425		—		—		323,219		Retail cost of revenues	275,701		81,395		—		—		357,096
Gross Profit												Gross Profit	$	77,049	$	28,670	$	(2,322)	$	—	$	103,397
Less:	Less:											Less:
Net asset optimization revenue		—		—		(4,243)		—		(4,243)
Net asset optimization expense												Net asset optimization expense	—		—		(2,322)		—		(2,322)
Net, gain on non-trading derivative instruments	Net, gain on non-trading derivative instruments	19,070		3,060		—		—		22,130		Net, gain on non-trading derivative instruments	11,351		5,954		—		—		17,305
Current period settlements on non-trading derivatives	Current period settlements on non-trading derivatives	(12,876)		(2,876)		—		—		(15,752)		Current period settlements on non-trading derivatives	(26,616)		(9,350)		—		—		(35,966)
Non-recurring event - Winter Storm Uri		(64,403)		—		—		—		(64,403)
Non-recurring event - winter storm Uri												Non-recurring event - winter storm Uri	9,565		—		—		—		9,565
Retail gross margin	Retail gross margin	$	96,009	$	36,525	$	—	$	—	$	132,534	Retail gross margin	$	82,749	$	32,066	$	—	$	—	$	114,815
Total Assets	Total Assets	$	1,527,456	$	7,320	$	311,556	$	(1,491,056)	$	355,276	Total Assets	$	1,802,649	$	123,490	$	313,490	$	(1,908,679)	$	330,950
Goodwill	Goodwill	$	117,813	$	2,530	$	—	$	—	$	120,343	Goodwill	$	117,813	$	2,530	$	—	$	—	$	120,343


Plan category	Plan category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)	(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)(2))	Plan category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)	(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)(2))
Equity compensation plans approved by the security holders	Equity compensation plans approved by the security holders	488,789	1,783,577	Equity compensation plans approved by the security holders	144,692	267,513
Equity compensation plans not approved by the security holders	Equity compensation plans not approved by the security holders	—	—	Equity compensation plans not approved by the security holders	—	—
Total	Total	488,789	1,783,577	Total	144,692	267,513


10.1	Credit Agreement, dated as of May 19, 2017, among Spark Energy, Inc., Spark HoldCo, LLC, Spark Energy, LLC, Spark Energy Gas, LLC, CenStar Energy Corp, CenStar Operating Company, LLC, Oasis Power, LLC, Oasis Power Holdings, LLC, Electricity Maine, LLC, Electricity N.H., LLC, Provider Power Mass, LLC, Major Energy Services LLC, Major Energy Electric Services LLC, Respond Power LLC and Perigee Energy, LLC as Co-Borrowers, Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent, an Issuing Bank and a Bank, and Coöperatieve Rabobank U.A., New York Branch and BBVA Compass, as Joint Lead Arrangers and Sole Bookrunner, and the Other Financial Institutions Signatory Thereto.	8-K	10.1	5/24/2017	001-36559
10.2	Amendment No. 1 to the Credit Agreement, dated as of November 2, 2017, among Spark HoldCo, LLC, Spark Energy, LLC, Spark Energy Gas, LLC, CenStar Energy Corp, CenStar Operating Company, LLC, Oasis Power, LLC, Electricity Maine, LLC, Electricity N.H., LLC, Provider Power Mass, LLC, Major Energy Services, LLC, Major Energy Electric Services LLC, Respond Power, LLC, Perigee Energy, LLC, Verde Energy USA, Inc., Verde Energy USA, Inc., Verde Energy USA Commodities, LLC, Verde Energy USA Connecticut, LLC, Verde Energy USA DC, LLC, Verde Energy USA Illinois, LLC, Verde Energy USA Maryland, LLC, Verde Energy USA Massachusetts, LLC, Verde Energy USA New Jersey, LLC, Verde Energy USA New York, LLC, Verde Energy USA Ohio, LLC, Verde Energy USA Pennsylvania, LLC, Verde Energy USA Texas Holdings, LLC, Verde Energy USA Trading, LLC, Verde Energy Solutions, LLC, and Verde Energy USA Texas, LLC as Co-Borrowers, Spark Energy, Inc., Coöperatieve Rabobank U.A., New York Branch, as Agent, and the Banks party thereto.	10-Q	10.1	11/3/2017	001-36559
10.3	Amendment No. 2 to the Credit Agreement, dated as of July 17, 2018, by and among Spark Energy, Inc., the Co-Borrowers, Coӧperatieve Rabobank U.A., New York Branch, as agent, the Banks party thereto, and Brown Brothers Harrisman & Co., as existing bank.	8-K	10.1	7/20/2018	001-36559
10.4	Amendment No. 3 to the Credit Agreement, dated as of June 13, 2019, by and among Spark Energy, Inc., the Co-Borrowers, the Issuing Banks party thereto, Coӧperatieve Rabobank U.A., New York Branch, as agent, and the Banks party thereto.	8-K	10.1	6/18/2019	001-36559
10.5#	Amendment No. 4 to the Credit Agreement, dated as of July 31, 2020, by and among Spark Energy, Inc., the Co-Borrowers, the Issuing Banks party thereto, Coӧperatieve Rabobank U.A., New York Branch, as agent, and the Banks party thereto.	10-Q	10.1	8/5/2020	001-36559
10.6*#	Amendment No. 5 to the Credit Agreement, dated as of October 15, 2021, by and among Via Renewables, Inc., the Co-Borrowers, the Issuing Banks party thereto, Coӧperatieve Rabobank U.A., New York Branch, as agent, and the Banks party thereto.
10.7	New Bank Agreement, dated October 30, 2020, by and among Spark Energy, Inc., the Co-Borrowers, the Issuing Banks party thereto, Coӧperatieve Rabobank U.A., New York Branch, as agent, the Banks party thereto and Gulf Capital Bank, as new bank.	10-Q	10.2	11/4/2020	001-36559


10.8	New Bank Agreement, dated January 19, 2021, by and among Spark Energy, Inc., the Co-Borrowers and Guarantors, the Banks party thereto, Coӧperatieve Rabobank U.A., New York Branch, as agent, and Wells Fargo Bank, NA, as new bank	10-Q	10.2	5/6/2021	001-36559


10.9	Tax Receivable Agreement, dated as of August 1, 2014, by and among Spark Energy, Inc., Spark HoldCo LLC, NuDevco Retail Holdings, LLC, NuDevco Retail, LLC and W. Keith Maxwell III.	8-K	10.2	8/4/2014	001-36559
10.10	TRA Termination and Release Agreement, dated July 11, 2019, by and among Spark Energy, Inc., Spark HoldCo, LLC, Retailco, LLC, NuDevco Retail, LLC and W. Keith Maxwell III.	8-K	10.1	7/17/2019	001-36559
10.11	Registration Rights Agreement, dated as of August 1, 2014, by and among Spark Energy, Inc., NuDevco Retail Holdings, LLC and NuDevco Retail LLC.	8-K	10.4	8/4/2014	001-36559
10.12	Transaction Agreement II, dated as of July 30, 2014, by and among Spark Energy, Inc., Spark HoldCo, LLC, NuDevco Retail LLC, NuDevco Retail Holdings, LLC, Spark Energy Ventures, LLC, NuDevco Partners Holdings, LLC and Associated Energy Services, LP.	8-K	4.1	8/4/2014	001-36559
10.13	Spark HoldCo. Third Amended and Restated Limited Liability Agreement, dated as of March 15, 2017, by and among Spark Energy, Inc., Retailco, LLC and NuDevco Retail, LLC.	10-Q	10.1	5/8/2017	001-36559
10.14	Amendment No. 1, dated as of January 26, 2018, to Third Amended and Restated Limited Liability Company Agreement of Spark Holdco, LLC.	8-K	10.1	1/26/2018	001-36559
10.15	Amendment No. 2 to the Third Amended and Restated Limited Liability Company Agreement of Spark Holdco, LLC, dated as of March 30, 2020, by and between Spark Energy, Inc., Spark HoldCo, LLC, NuDevco Retail, LLC and Retailco, LLC.	8-K	10.1	4/3/2020	001-36559
10.16	Amended and Restated Subordinated Promissory Note of Spark HoldCo, LLC and Spark Energy, Inc., dated July 31, 2020.	10-K	10.46	3/4/2021	001-36559
10.17	Amended and Restated Subordinated Promissory Note of Spark HoldCo, LLC and Via Renewables, Inc., dated October 13, 2021.	8-K	10.2	10/20/2021	001-36559
10.18†	Spark Energy, Inc. Long-Term Incentive Plan	S-8	4.3	7/31/2014	333-197738
10.19†	Spark Energy, Inc. Amended and Restated Long-Term Incentive Plan.	10-Q	10.3	11/10/2016	001-36559
10.20†	Spark Energy, Inc. Second Amended and Restated Long Term Incentive Plan.	8-K	10.1	5/23/2019	001-36559
10.21†	Form of Restricted Stock Unit Agreement	S-1	10.4	6/30/2014	333-196375
10.22†	Form of Restricted Stock Unit Agreement (Second A&R LTIP).	10-Q	10.2	8/5/2020	001-36559
10.23†	Form of Notice of Grant of Restricted Stock Unit	S-1	10.5	6/30/2014	333-197738
10.24†	Form of Notice of Grant of Restricted Stock Unit (Change in Control Restricted Stock Units).	10-Q	10.5	8/3/2018	333-196375
10.25†	Form of Notice of Grant of Restricted Stock Unit (Second A&R LTIP).	10-Q	10.3	8/5/2020	001-36559