Montauk Renewables, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

A Message from our Board of Directors

April 10, 2026

DEAR FELLOW STOCKHOLDERS,

We are pleased to invite you to the Montauk Renewables, Inc. Annual Meeting of Stockholders at 9:00 a.m. (Eastern Daylight Time) on May 26, 2026. This year’s annual meeting will once again be held virtually, via live webcast.

In 2025, we made solid progress against our strategic priorities. Our Pico facility received its final tranche of increased feedstock and, as a result of our expanded and redesigned facility, RNG production was approximately 31.8% higher year-over-year. We also successfully completed the construction and commissioning of our second RNG facility at the Apex landfill. Although we continue to have excess available capacity, we produced approximately 7.8% more RNG at the site in 2025 compared to 2024. Our GreenWave Energy Partners joint venture addresses the limited capacity of RNG utilization for transportation by offering third-party RNG volumes access to exclusive, unique and proprietary transportation pathways. During 2025, GreenWave matched available dispensing capacity with available third-party RNG volumes, separated RINs, and distributed RINs to the partners of GreenWave. Through our ownership percentage of GreenWave, we received 706,000 RINs and recorded income of $1.5 million during 2025.

In 2026, we are pleased to report we have begun the commissioning of our Turkey, North Carolina facility. At full first-phase capacity, we anticipate the ability to process feedstock from approximately 400,000 to 450,000 hog spaces, which equates to approximately 35,000 tons of annual waste collection. We currently expect the first phase capital investment to be approximately $200 million and expect our production and revenue generation activities to commence in April 2026. We are pleased to announce that during March 2026 we completed a $200 million Senior Credit Facility with HASI. This new facility repaid our existing debt, enables the completion of the first phase of our Turkey project and provides for future growth initiatives. Also, during March 2026, we successfully negotiated a five-year gas rights extension for our Raeger RNG facility.

With decades of industry experience and a committed employee base, we are well positioned to succeed in the dynamic environment and are excited to enter what we consider to be the next phase of strategic growth of Montauk in 2026. On behalf of the Board of Directors, thank you for your continued investment in Montauk Renewables and our unwavering mission to bring commercial-scale renewable energy to market.

Sincerely,

John A. Copelyn

Chairman of the Board

Sean McClain

President and Chief Executive Officer

5313 Campbells Run Road, Suite 200

Pittsburgh, Pennsylvania 15205

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders (the “Annual Meeting”) will be held to consider and act upon the following matters:

The Annual Meeting will be held virtually, via live webcast at www.virtualshareholdermeeting.com/MNTK2026 on Tuesday, May 26, 2026 at 9:00 a.m., Eastern Daylight Time. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting. We encourage you to attend virtually.

Stockholders also will be asked to consider such other business as may properly come before the Annual Meeting. The Board of Directors has fixed Thursday, April 2, 2026, as the record date (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting.

How to Vote

We are utilizing the U.S. Securities and Exchange Commission (the “SEC”) rule that allows companies to furnish proxy materials over the Internet rather than in paper form. On or about April 10, 2026, we will release our proxy materials, including the Notice of Internet Availability of Proxy Materials for the Annual Meeting (the “Notice”), to our stockholders. We believe that this delivery process reduces our environmental impact, and over time, lowers the cost of printing and distribution of proxy materials. We believe that we can achieve these benefits with no impact on our stockholders’ timely access to this important information. If you have received a Notice, and you would prefer to receive proxy materials (including a proxy card) in printed form by mail or electronically by email, please follow the instructions contained in the Notice.

You are not required to attend the Annual Meeting to vote your shares.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 26, 2026, at 9:00 a.m., Eastern Daylight Time. The proxy statement, annual report and related materials are available free of charge atwww.ProxyVote.comfor stockholders whose shares are included in the United States section of the Company’s register of stockholders andwww.materials.ProxyVote.com/61218Cfor stockholders whose shares are included in the South African section of the Company’s register.

By Order of the Board of Directors

John Ciroli

Chief Legal Officer and Secretary

Pittsburgh, PA

April 10, 2026

TABLE OF CONTENTS

This Proxy Statement contains “forward-looking statements” within the meaning of U.S. federal securities laws. Such statements include those relating to estimated and projected financial condition, results of operations, costs and expenditures and objectives for future operations, growth, initiatives and strategies. They also include those related to the Montauk Ag project in North Carolina, the GreenWave joint venture, the Bowerman RNG Facility, the delivery of biogenic carbon dioxide volumes to European Energy, the Emvolon collaboration and pilot project, the Rumpke RNG relocation project, the Tulsa Facility project, the resolution of gas collection issues at the McCarty facility, the delays and cancellations of landfill host wellfield expansion projects, the mitigation of wellfield extraction environmental factors at the Rumpke and Apex facilities, how we may monetize RNG production, and weather-related anomalies. All statements other than statements of historical or current fact included in this Proxy Statement are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expect and, therefore, you should not unduly rely on such statements. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties. The forward-looking statements included in this Proxy Statement are made only as of the date hereof.

References to our website or other links to our publications or other information are provided for the convenience of our shareholders. None of the information or data included on our websites or accessible at these links is incorporated into, and will not be deemed to be a part of, this Proxy Statement or any of our other filings with the SEC.

5313 Campbells Run Road, Suite 200

Pittsburgh, Pennsylvania 15205