v3.26.1
Income Taxes
6 Months Ended
Jun. 30, 2026
Income Tax Disclosure [Abstract]  
Income Taxes
(12)
Income Taxes

As a result of the IPO and related transactions the Company owns a portion of the common units of the Operating Company, which is treated as a partnership for U.S. federal, and most applicable state and local income tax purposes. As a partnership, the Operating Company is generally not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by the Operating Company is passed through to and included in the taxable income or loss of its Members in accordance with the terms of the Operating Agreement. The Company is subject to U.S. federal, state and local income taxes based on its share of the Operating Company’s pass-through taxable income.

The effective tax rate differs from the statutory tax rate primarily due to the Operating Company’s pass-through structure for U.S. income tax purposes.

For the three months ended June 30, 2026 and 2025, the Company recorded an income tax benefit of $211 thousand and $116 thousand, respectively. The Company’s effective income tax rate before discrete items for the three months ended June 30, 2026 and 2025 was 4.7% and 9.2%, respectively.

For the six months ended June 30, 2026 and 2025, the Company recorded an income tax (benefit) of ($464) thousand and ($268) thousand, respectively. The Company’s effective income tax rate before discrete items for the six months ended June 30, 2026 and 2025 was 2.7% and 8.1%, respectively.

Tax Receivable Agreement (“TRA”)

GEN Inc. entered into the TRA, with the Operating Company and each of the Members that provides for the payment by GEN Inc. to the Members of 85% of the amount of tax benefits, if any, that the Company may actually realize (or in some circumstances is deemed to realize) as a result of (i) increases in tax basis resulting from any future redemptions that are funded by GEN Inc. or exchanges of Class A Common Units described above in “Note 1—Organization and Description of Business” and (ii) certain other tax benefits attributable to payments made under the TRA.

The annual tax benefits are computed by calculating the income taxes due, including such tax benefits, and the income taxes due without such benefits. The Operating Company expects to benefit from the remaining 15% of any tax benefits that it may actually realize. The TRA payments are not conditioned upon any continued ownership interest in the Operating Company. The rights of each noncontrolling interest holder under the TRA are assignable to transferees of its interest in the Operating Company. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Operating Company generates each year and the applicable tax rate.

As of each of June 30, 2026 and December 31, 2025, the Company had a liability related to its projected obligations under the

TRA of $1.1 million which is reflected on the Company’s condensed consolidated balance sheets in “Tax receivable agreement liability”. During the six months ended June 30, 2026, GEN Inc. did not make any payments to members of the Operating Company pursuant to the TRA.

On July 4, 2025, the U.S. enacted H.R. 1 “A bill to provide for reconciliation pursuant to Title II of H. Con. Res. 14,” commonly referred to as the One Big Beautiful Bill Act. Changes in tax laws may affect recorded deferred tax assets and deferred tax liabilities and our effective tax rate in the future and we continue to evaluate the impacts the new legislation will have on the Condensed Consolidated Financial Statements. As a result of the enactment of H.R. 1, we anticipate an impact to the deferred tax liability and income tax payable related to the provisions for the 100% bonus depreciation for assets placed in service after January 19, 2025. There was no impact as of the date of enactment. We do not expect any material change to our ongoing statutory tax rate as a result of this legislation.