OPAL Fuels Inc.

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

OPAL Fuels Inc. (including its subsidiaries, the “Company”, “OPAL,” “we,” “us” or “our”) isa renewable energy company specializing in the capture and conversion of biogas for the (i) production of Renewable Natural Gas (“RNG”) for use as a vehicle fuel for heavy and medium-duty trucking fleets, (ii) generation of electricity from renewable sources ("Renewable Power") for sale to utilities, (iii) generation and sale of Environmental Attributes associated with RNG and Renewable Power, and (iv) sales of RNG as pipeline quality natural gas. The term “Environmental Attributes” refers to federal, state and local government incentives in the United States, provided in the form of Renewable Identification Numbers “RINs”, Renewable Energy Credits “RECs”, Low Carbon Fuel Standard credits“LCFS”, rebates, tax credits and other incentives to end users, distributors, system integrators and manufacturers of renewable energy projects. OPAL also designs, develops, constructs, operates and services Fueling Stations for trucking fleets across the country that use natural gas to displace diesel as their transportation fuel. The biogas conversion projects currently use landfill gas and dairy manure as the source of the biogas. In addition, we are pursuing opportunities to diversify our sources of biogas to other waste streams.

The Company hasthree operating segments: RNG Fuel, Fuel Station Services and Renewable Power.

All amounts in these footnotes are presented in thousands of dollars except share and per share data and commodity quantities.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

These consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). The Company’s audited consolidated financial statements include the assets and liabilities of these subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

The Company consolidates all entities in which it holds a majority voting interest, as well as variable interest entities ("VIEs") for which it is determined to be the primary beneficiary. Our variable interests in each of our VIEs arise primarily from our ownership of membership interests, construction commitments, our provision of operating and maintenance services, and our provision of environmental credit processing services to VIEs. The Company reassesses its primary beneficiary status on an ongoing basis.

Noncontrolling interests related to the Company’s VIEs are presented separately from stockholders' deficit on the consolidated balance sheets and are reported as non-redeemable non-controlling interests within the consolidated statements of changes in redeemable non-controlling interest, redeemable preferred non-controlling interest and stockholders' deficit.

Certain amounts in the prior‑period financial statements have been reclassified to conform to the current‑period presentation. These reclassifications had no impact on previously reported total assets, total liabilities, stockholders' deficit, net income, or consolidated statements of cash flows.

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The significant estimates and assumptions of the Company include the residual value of the useful lives of our property, plant and equipment, the fair value of long-lived assets, asset retirement obligations, percentage completion for revenue recognition, incremental borrowing rate for calculating the right-of-use assets and lease liabilities, and the fair value of the reporting units of goodwill.

Accounting Pronouncements Adopted

In August 2023, the FASB issued Accounting Standards Update No. 2023-05, Business Combinations- Joint Venture Formations (Subtopic 805-60) ("ASU 2023-05"). The update requires all joint ventures formed after January 1, 2025, upon formation, to apply a new basis of accounting and initially measure its assets and liabilities at fair value. The Company adopted this standard effective January 1, 2025. During the year ended December 31, 2025, the Company formed a joint venture that was excluded from this guidance due to the scope exception applicable to combinations between entities, businesses, or nonprofit activities under common control. The adoption did not have a material effect on the Company’s financial position, results of operations, cash flows or disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes(Topic 740): Improvement to Income Tax Disclosures. The amendments further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments require disclosure of specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions. The Company adopted this standard effective January 1, 2025 on a retrospective basis. The adoption did not have a material effect on the Company’s consolidated financial statements other than adding new disclosures, which are included in Note 13. Income Taxes.

In July 2025, the FASB issued ASU 2025‑05, Financial Instruments — Credit Losses(Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient applicable to all entities for estimating expected credit losses on current accounts receivable and current contract assets that arise under ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), permitting the assumption that existing conditions at the balance‑sheet date will remain unchanged over the remaining life of such assets. The Company adopted this standard effective January 1, 2025. The adoption did not have a material effect on our consolidated financial statements.

In September 2025, the FASB issued ASU 2025‑06, Intangibles — Goodwill and Other(Topic 350): Internal‑Use Software — Targeted Improvements to the Accounting for Internal‑Use Software. The amendments modernize the guidance for capitalizing costs of internally‑developed software by removing references to defined development stages and instead focusing on two principal criteria: (1) management has authorized and committed to funding the project, and (2) it is probable that the project will be completed and the software will be used to perform the intended function. This ASU also provides new guidance regarding how to evaluate whether “probable-to-complete” criteria has been met. The ASU is effective for fiscal years beginning after December 15, 2027, including interim periods within those years, with early adoption permitted. The Company adopted this standard effective January 1, 2025 prospectively. The adoption did not have a material effect on the Company’s financial position, results of operations, cash flows or disclosures.

Accounting Pronouncements not yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures(Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional, disaggregated disclosure about certain income statement expense line items. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The amendments are to be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact that this guidance will have on the disclosures within our consolidated financial statements.

In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities(Topic 832). This ASU establishes a unified accounting model for business entities when recognizing, measuring, and presenting government grants. The ASU categorizes grants as either related to an asset or related to income. A grant related to income is recognized in earnings in a systematic and rational manner over the periods in which the entity recognizes the related expenses for which the grant is intended to compensate. Presentation of the grant on the income statement can be either as a component of other income or as a deduction from the related expenses. The standard is effective for annual periods beginning after December 15, 2028 and interim periods within those annual periods. However, the ASU permits early adoption. The Company is considering early adopting the provisions of ASU 2025-10 and is still assessing the impact on its financial statements, including the presentation of its Section 45Z production tax credits.

Emerging Growth Company Status

We are an emerging growth company as defined in the JOBS Act. The JOBS Act provides emerging growth companies with certain exemptions from public company reporting requirements for up to five fiscal years while a company remains an emerging growth company. As part of these exemptions, we need only provide two fiscal years of audited financial statements instead of three. Additionally, the JOBS Act has allowed us the option to delay adoption of new or revised financial accounting standards until private companies are required to comply with new or revised financial accounting standards.

Cash, Cash Equivalents, and Restricted Cash

The Company considers bank money market accounts that are readily available for use to be cash equivalents. Restricted cash consists of amounts held as collateral to satisfy requirements under the Company’s debt facilities. Restricted cash is classified as current when the related restrictions are expected to be released within the next 12 months.

Cash, cash equivalents, and restricted cash consisted of the following as of December 31, 2025 and 2024:

Accounts Receivable, Net

Accounts receivable represent amounts due from the sale of products and services for which the Company has an unconditional right to payment. Accounts receivable are stated at net realizable value, net of an allowance for credit losses. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability including past‑due status and made judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considers customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data.

Contract Balances

Contract assets consist primarily of costs and estimated earnings in excess of billings and retainage receivables. Costs and estimated earnings in excess of billings represent unbilled amounts earned and reimbursable under construction contracts and arise when revenues have been recognized but amounts are conditional and have yet to be billed under the terms of the contract. Amounts become billable in accordance with contract terms, generally based on progress toward completion and the achievement of contractual milestones. Cost and estimated earnings in excess of billings amounted to $6,489 and $8,547 as of December 31, 2025 and 2024.

Contract liabilities consist of billings in excess of costs and estimated earnings and other deferred construction revenue. Billings in excess of costs and estimated earnings represent amounts billed to or collected from customers in advance of the satisfaction of the related performance obligations. These amounts are recognized as revenue as the Company satisfies its performance obligations over the remaining contract term.

During the year ended December 31, 2025, the Company recognized revenue of $6,274 that was included in contract liabilities at December 31, 2024. During the year ended December 31, 2024, the Company recognized revenue of $3,746 that was included in contract liabilities at December 31, 2023.

Parts Inventory

Parts inventory, also referred to as supplies inventory, consists of shop spare parts inventory and construction site parts inventory. Parts inventory is stated at historical cost, which is determined using the average cost method, and is recorded at the lower of cost or net realizable value. An annual review of inventory is performed to identify obsolete items.

Prepaid Expense and Other Current Assets

Prepaid expenses and other current assets consist primarily of prepaid insurance, environmental credits held for sale, non-monetary asset and other miscellaneous current assets expected to be realized within one year.

The Company receives non‑cash consideration in the form of RINs and LCFS credits in exchange for dispensing and credit monetization services. Environmental credits held for sale are recognized within current assets. The Company's accounting policy election is to account for environmental credits received as inventory as they are held for sale and not retained for use. The environmental credits received are initially measured at their estimated fair value at contract inception. For internally generated environmental credits, the credits are accounted for as government incentives rather than outputs and, accordingly, no associated value is recorded. These credits are subsequently measured at the lower of cost and net realizable value at each balance sheet date. For the years ended December 31, 2025 and 2024, the Company recorded $17,828 and $10,365 as part of cost of sales - fuel station services in its consolidated statements of operations to adjust environmental credits held for sale to lower of cost and net realizable value.

Property, Plant, and Equipment, Net

Property, plant, and equipment are recorded at historical cost, except for amounts attributable to asset retirement obligations, which are recorded at their estimated fair value when the obligation is incurred. Direct costs associated with the construction of assets, as well as renewals and betterments that materially improve or extend the useful lives of the assets, are capitalized.

The Company capitalizes costs related to the development and construction of new projects when management determines that there is a significant likelihood that the project will be completed and placed in service for its intended use. This determination is based on the achievement of key milestones, including, but not limited to, the receipt of required permits and the execution of major contracts, such as gas rights agreements, gas transportation arrangements, and engineering, procurement, and construction contracts. Costs incurred prior to the achievement of these milestones are expensed as incurred. Replacements, routine maintenance, and repairs that do not materially improve or extend the useful lives of the respective assets are expensed as incurred. Major maintenance is a component of maintenance expense and encompasses overhauls of internal combustion engines, gas compressors and electrical generators. Major maintenance is expensed as incurred.

The Company capitalizes interest incurred on its general borrowings during the construction period until the related assets are substantially complete and ready for their intended use.

Depreciation is computed using the straight‑line method over the estimated useful lives of the assets as follows:

Construction in progress represents long‑lived assets that are under development and not yet placed into service. Construction in progress is not depreciated until the underlying assets are substantially complete and available for their intended use.

Capital Spares

Capital spares consist primarily of large replacement parts and components for the RNG facilities and power plants. These parts, which are vital to the continued operation of the RNG facilities and power plants and require a substantial lead time to acquire, are maintained on hand for emergency replacement. Capital spares are included in other long-term assets, recorded at historical cost and expensed when placed into service as part of a routine maintenance project or capitalized when part of a plant improvement project.

Impairment of Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are impaired, the impairment to be recognized is measured by the amount that the carrying amounts of the assets exceed the fair value of the assets. Assets disposed of are reported at the lower of the carrying amount or fair value less selling costs. The Company recorded $— and $2,016 impairment expense for the years ended December 31, 2025 and 2024.

Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, (ii) information available regarding the current market value for such assets and/or (iii) estimates of the costs to replace an asset. We use our best estimates in making these evaluations and consider various factors, including future pricing and operating costs. However, actual future market prices and project costs could vary from the assumptions used in our estimates and the impact of such variations could be material.

Investment in Other Entities

Investment in other entities includes the Company’s interests in certain investees which are accounted for under the equity method of accounting as the Company has determined that the investment provides the Company with the ability to exercise significant influence, but not control, over the investee. The Company’s investments in these nonconsolidated entities are reflected in the Company’s consolidated balance sheets at cost. The amounts initially recognized are subsequently adjusted for the impacts of impairment, capitalized interest and Company’s share of earnings (losses) which are recognized as income from equity method investments in the consolidated statements of operations after adjustment for the effects of any basis differences. Investments are also increased for contributions made to the investee and decreased by distributions from the investee and classified in the statement of cash flows using the cumulative earnings approach.

The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that a decline in value has occurred that is other than temporary. Evidence considered in this evaluation includes, but would not necessarily be limited to, the financial condition and near-term prospects of the investee, recent operating trends and forecasted performance of the investee, market conditions in the geographic area or industry in which the investee operates and the Company’s strategic plans for holding the investment in relation to the period of time expected for an anticipated recovery of its carrying value. If the investment is determined to have a decline in value deemed to be other than temporary, it is written down to estimated fair value in the same period the impairment was identified. For the years ended December 31, 2025 and 2024, the Company did not identify any impairments on its investment in other entities.

Goodwill

Goodwill represents the excess of purchase price of an acquisition over the fair value of net assets acquired in a business combination subject to ASC Topic 805, Business Combinations ("ASC 805"). Goodwill is not amortized, but the potential impairment of goodwill is assessed at least annually and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. Accounting rules require that the Company test at least annually, or more frequently when a triggering event occurs that indicates that the fair value of the reporting unit may be below its carrying amount, for possible goodwill impairment in accordance with the provisions of ASC Topic 350 Intangibles – Goodwill and Other ("ASC 350"). The Company performs its annual test on December 31.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist primarily of accrued capital expenditures, accrued payroll and related benefits, accrued environmental credit rebates, and other miscellaneous accrued operating expenses. Accrued environmental credit rebates represent the Company's liabilities for dispensing services provided by third-party vendors.

Asset Retirement Obligation

The Company records asset retirement obligations when a legal obligation associated with the retirement of a long‑lived asset is incurred and the fair value of the obligation can be reasonably estimated. Asset retirement obligations are initially measured at fair value and recorded as a liability, with a corresponding increase to the carrying amount of the related asset. The capitalized asset retirement costs are depreciated over the useful life of the related asset, and the liability is accreted over time. Periodic accretion of discount of the estimated liability is recorded as a part of depreciation, amortization, and accretion expense.

Asset retirement obligations are classified as Level 3 fair value measurements due to the use of significant unobservable inputs. The Company estimates the fair value of asset retirement obligations using a discounted cash flow approach, which requires assumptions regarding the timing and amount of future cash outflows, inflation rates, and credit‑adjusted discount rates.

Asset retirement obligations are classified as current when settlement is expected within one year and as non-current when settlement is expected to occur beyond one year. The current portion is reflected in accrued expenses and other current liabilities, while the non‑current portion is reflected in other long-term liabilities.

The changes in the asset retirement obligations were as follows as of December 31, 2025:

The Company estimated the fair value of its asset retirement obligations based on discount rates ranging from 5.8% to 12.0%.

Other Long-term Liabilities

Other long-term liabilities primarily consist of asset retirement obligations and operating lease liabilities. See Note 7. Leases for details.

Deferred Financing Costs

Fees incurred for obtaining new loans or debt restructuring are deferred and amortized to interest expense over the life of the related debt using effective interest method. Unamortized financing costs are written off when the related debt is extinguished. Deferred debt issuance costs are reported as a reduction of the carrying value of the long-term debt in the consolidated balance sheets.

Leases

Lessee

The Company accounts for leases in accordance with ASC Topic 842 Leases ("ASC 842"). The Company’s leases consist primarily of operating leases for site leases on landfills and dairy farms, office facilities, and finance leases for a site lease associated with fuel station and vehicles.

The Company accounts for lease and non‑lease components as a single lease component and does not recognize right‑of‑use assets or lease liabilities for leases with a term of 12 months or less.

Lease payments consist primarily of fixed payments under the arrangement, net of any lease incentives. Variable lease payments in our leases and are not based on an index or rate are not included in the lease liability and are recognized as expense as incurred.

The Company estimates its incremental borrowing rate based on the rate of interest it would have to pay to borrow on a collateralized basis with an equal lease‑payment amount, over a similar term, and in a similar economic environment.

The lease term may include periods covered by options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company has excluded renewal periods from the right‑of‑use assets and lease liabilities for existing leases because it is not reasonably certain that it will exercise those renewal options. Operating lease costs are recorded within project development and start up costs or cost of sales - RNG fuel for site leases, and within selling, general and administrative for office leases, based on the nature of the underlying activity.

Lease modifications or extensions are assessed to determine whether they represent a separate contract or a change to an existing lease. When a modification does not create a separate lease, the Company remeasures the lease liability using an updated discount rate and adjusts the Right-of-Use ("ROU") asset accordingly.

The Company evaluates right‑of‑use assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Impairment losses, if any, are recognized in the period identified.

Lessor

At the inception of a new lease arrangement for which the Company is the lessor, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. All other leases are classified as operating leases. Upon commencement of the sales-type lease, the book value of the leased asset is removed from the balance sheet and a net investment in sales-type lease is recognized based on the present value of fixed payments under the contract and the residual value of the underlying asset.

Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing compressed natural gas ("CNG")/RNG to the customer for a determined number of years. The contractual term of these arrangements may include options to extend or terminate the agreement upon the occurrence of certain actions by a government authority or regulatory agency or terminate the agreement and purchase the underlying station for fair market value.

The FPAs contain a lease component for the use of the Fueling Station in addition to the non-lease components related to providing CNG/RNG as well as providing all-inclusive maintenance and warranty services.

The lease components of the FPAs are considered to be operating leases with variable consideration. The adjustments to payments are based on a variety of factors including changes in an index or rate (such as the market price of natural gas and utilities), the amount of fuel dispensed from the station, annual escalators, volume discounts and discounts for tax and environmental credits retained by the Company. The Company excludes taxes assessed by a government authority that are imposed on and concurrent with the FPA transaction collected by the Company from the customer. The Company allocates the contract consideration between the lease component and non-lease components on a relative standalone selling price basis. As per ASC 842, the revenue is recognized in the period earned.

Our FPAs generally do not include any residual value guarantees and Company typically expects the underlying asset to have no residual value following the end of the lease term.

Judgment is required in evaluating whether an arrangement contains a lease, including assessing whether an identified asset exists and whether the Company has the right to control the use of that asset throughout the period of use. This evaluation involves consideration of factors such as the supplier’s substantive substitution rights, the Company’s decision‑making rights over the use of the asset, and whether the Company obtains substantially all of the economic benefits from use of the asset. The Company determines whether an arrangement contains a lease at inception.

Fair Value of Financial Instruments

The fair value of financial instruments, including long-term debt and derivative instruments is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties. The carrying amount of cash and cash equivalents, accounts receivable, net, and accounts payable and accrued expenses approximates fair value due to their short-term maturities.

Fair value measurements are classified and disclosed in one of the following categories:

Level 1 — defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2 — defined as quoted prices for similar instruments in active market, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations for which all significant inputs are observable market data;

Level 3 — defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company's interest rate swap contracts are valued with pricing models commonly used by the financial services industry using discounted cash flows of forecast future swap settlements based on projected three-month SOFR rates.

The Company values its energy commodity swap contracts based on the applicable geographical market energy forward curve. The forward curves are derived based on the quotes provided by New York Mercantile Exchange, Amerex Energy Services and Tradition Energy.

The Company accounts for asset retirement obligations by recording the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The Company determines the Level 3 fair value measurements using a discounted cash flow model in which cash outflows estimated to retire the asset are discounted to their present value using an expected discount rate.

The carrying value of the Company's long-term debt approximates the fair value because the interest rates are variable and reflective of market conditions. The fair value of debt is estimated using Level 2 inputs.

Derivative Instruments

The Company estimates the fair value of its derivative instruments using available market information in accordance with ASC Topic 820, Fair Value Measurement ("ASC 820"). Derivative instruments are measured at their fair value and recorded as either assets or liabilities unless they qualify for an exemption from derivative accounting measurement such as normal purchases and normal sales. All changes in the fair value of recognized derivatives are recognized currently in earnings, unless the derivative is designated in a qualifying hedging relationship. Changes in the fair value of derivative instruments that do not result in cash receipts or payments in the period of change are presented as reconciling items in the reconciliation of net income to net cash flows from operating activities.

The Company uses interest rate swaps to manage exposure to variability in cash flows associated with changes in interest rates. The Company designates these interest rate swaps as cash flow hedges and applies hedge accounting in accordance with ASC Topic 815, Derivatives and Hedging ("ASC 815"). Hedge effectiveness is assessed at inception and on an ongoing basis to determine whether the hedging relationship is expected to be and has been highly effective. The effective portion of changes in fair value is recorded in Accumulated other comprehensive (loss) income and subsequently reclassified into earnings in the same period or periods during which the hedged forecasted transactions affect earnings. Any ineffective portion of the changes in fair value of the derivatives is recognized in earnings. The Company’s interest rate swap derivative instruments do not contain an other-than-insignificant financing element. Cash receipts and payments related to interest rate swaps are classified in the consolidated statements of cash flows, consistent with the classification of cash flows related to the economically hedged interest costs. Interest rate swaps were immaterial for the years ended December 31, 2025 and 2024.

Treasury Stock

On January 23, 2023, pursuant to the terms of the Forward Purchase Agreement, the Company repurchased 1,635,783 shares of its Class A common stock from certain investors. The repurchased shares were recorded as treasury stock and are carried at cost of $11,614.

Redeemable Non-controlling Interests

Redeemable non-controlling interests represent the portion of subsidiaries of OPAL Fuels that the Company controls and consolidates but does not own. The Redeemable non-controlling interest represents 144,399,037 Class B Units issued by OPAL Fuels LLC to the prior investors. The Company allocates net income or loss attributable to Redeemable non-controlling interest based on weighted average ownership interest during the period. The net income or loss attributable to Redeemable non-controlling interests is reflected in the consolidated statements of operations.

At each balance sheet date, the mezzanine equity-classified redeemable preferred non-controlling interests are adjusted down to their maximum redemption value if necessary, with an offset in stockholders' deficit.

Revenue Recognition from Contracts with Customers

The Company’s revenue arrangements generally consist of a single performance obligation to transfer goods or services. Payment terms are consistent with standard market practices in the markets the Company serves and do not include a significant financing component. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. All revenue is recognized when, or as the Company satisfies its performance obligations under the contract (either implicit or explicit) by transferring the promised product or service to its customer either when, or as its customer obtains control of the product or service. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation. The Company allocates the contract’s transaction price to each performance obligation using the product’s observable market standalone selling price for each distinct product in the contract.

Environmental Credits

Sales of Environmental Attributes such as RINs, RTCs, RECs and LCFS are generally recorded as revenue when the certificates related to them are delivered to a buyer.

During 2020, the Company entered into an agreement with a counterparty to sell LCFSs at one of our RNG facilities for a period of 7 years at a fixed contract price which has a certain predetermined floor and ceiling price per LCFS. The counterparty has the right to apply any excess payment made calculated as the difference between the adjusted Oil Price Information Service price and the floor price per the contract, against future sales of LCFSs during the contract term. Therefore, it includes a variable consideration that is constrained and is incorporated into the contract price only to the extent that it is probable that a significant reversal of the cumulative revenue recognized under the contract will not occur in a future period.

The Company may enter into periodic transaction confirmations with Nextera for the sale of RNG generated by its RNG Fuels business, and NextEra may elect to engage the Company to market such RNG in order to generate RINs on its behalf. The Company has concluded that production services and dispensing services represent separate performance obligations within these arrangements. Control of K‑1 RINs transfers either at the point of gas generation or upon delivery of the RINs, and revenue is recognized at the time control is transferred. Consideration allocated to dispensing services is recognized as revenue when the Company satisfies its performance obligation, which occurs upon completion of the required documentation and pairing activities associated with dispensing.

Electricity and Natural Gas Sales

Revenue from the sale of RNG and electricity is recognized based on the actual output delivered to customers at the contractually agreed rates.

Fueling Station Services

OPAL provides operating and maintenance services for both Company‑owned and customer‑owned fueling stations. Revenue from service agreements is recognized over time as the related services are performed.

OPAL is considered the principal in transactions involving the supply of CNG to customers. Although OPAL sources natural gas from third parties, the Company’s equipment converts that gas into CNG—a distinct product—prior to delivery. Revenue from CNG supply is recognized over time as OPAL fulfills its obligation to provide CNG throughout the contract term.

For certain public CNG fueling stations where no contractual arrangement exists with the customer, the Company recognizes revenue at the point in time when the customer takes control of the fuel.

Credit Monetization Services

The Company provides credit monetization services to customers that own renewable gas generation facilities. The Company recognizes revenue from these services as the credits are minted on behalf of the customer. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as environmental credits held for sale within current assets based on their estimated fair value at contract inception. When the Company receives RINs or LCFSs as payment for providing credit monetization services, it records the non-cash consideration in prepaid expenses and other current assets based on the fair value of RINs or LCFSs at contract commencement.

Renewable Biomethane Environmental Attributes

During 2022, three wholly‑owned subsidiaries in the Renewable Power portfolio entered into agreements with an Environmental Attribute marketing firm to sell Environmental Attributes associated with renewable biomethane (“ISCC Carbon Credits”) and to purchase brown gas at fixed prices per MMBtu. Regulatory changes adopted by the European Commission, effective November 21, 2024, disqualified biomethane produced outside the European Union from eligibility under the EU Renewable Energy Directive. As a result, all of the Company’s ISCC Carbon Credit agreements were terminated on that date. For the years ended December 31, 2025 and 2024, the Company earned net revenues of $— and $16,286, respectively under this contract which were recorded as part of renewable power revenues in the consolidated statements of operations.

Construction Contracts

The Company has various fixed price contracts for the construction of Fueling Stations for customers. Revenues from these contracts, including change orders, are recognized over time, with progress measured by the percentage of costs incurred to date compared to estimated total costs for each contract. This method is used as management considers costs incurred to be the best available measure of progress on these contracts. Costs capitalized to fulfill certain contracts were not material in any of the periods presented.

For the years ended December 31, 2025 and 2024, the third-party construction revenue was recognized over time, and the remainder was for products and services transferred at a point in time.

The Company provides all third-party construction contracts with a warranty, typically for a period of one year after substantial completion of the construction project. Based on the guidance and indicative factors provided by ASC 606, the Company concluded that it offers assurance-type warranties as it does not provide a service to the customer beyond fixing defects that existed at the time of completion. Therefore, these warranties are accounted for under ASC Topic 460, Guarantees, and not as a separate performance obligation.

Generally, the Company estimates warranty costs based on historical claims experience, and other factors. Actual warranty claims may differ from the estimates, and adjustments to the liability are made as necessary. The Company accrued $483 and $171 of warranty reserves under accrued expenses and other current liabilities as of December 31, 2025, and 2024, respectively.

The Company's remaining performance obligations represent the unrecognized revenue value of its contract commitments. The Company's remaining performance obligations may significantly vary each reporting period based on the timing of major new contract commitments. As of December 31, 2025, the Company had a remaining performance obligation of $40,889 of which $34,994 is expected to be recognized within the next 12 months.

OPAL Owned Stations Revenue

The Company owns Fueling Stations for use by customers under fuel sale agreements. The Company bills these customers at an agreed upon price for each gallon sold and recognizes revenue based on the output method. For some public stations where there is no contract with the customer, the Company recognizes revenue at the point-in-time that the customer takes control of the fuel.

For disaggregation of revenue please see Note 10. Reportable Segments and Geographic Information.

Project Development and Start Up Costs

Project development and startup costs include development costs for RNG projects under construction and startup costs incurred during the initial operating phase of new RNG projects, including legal, leasing, virtual pipeline costs and other ramp‑up expenses. These costs are temporary and non-recurring over the project lifetime. Virtual pipeline costs, which represent temporary transportation costs incurred until completion of a permanent pipeline, totaled $13,003 and $14,769 in 2025 and 2024, respectively.

Stock-based Compensation

The Company issues stock-based compensation utilizing stock options, performance units and restricted stock units. In accordance with ASC Topic 718, Stock Compensation ("ASC 718"), stock-based compensation is measured at the fair value of the award at the date of grant and recognized over the period of vesting on a straight-line basis using the graded vesting method. The grant-date fair value of stock options is estimated using the Black-Scholes option pricing model. Expense for stock-based compensation awards that include performance conditions are initially calculated and subsequently remeasured based on the outcome deemed probable of occurring, and recognized over the vesting period, with the ultimate amount of expense recognized based on the actual performance outcome. Forfeitures are recognized as they occur. Please see Note 14. Stock-based Compensation, for additional information.

Net Income per Share

The basic income per share of Class A common stock is computed by dividing the net income attributable to Class A common stockholders by the weighted average number of Class A common stock outstanding during the period.

The Class B common stock and D common stock do not participate in the earnings or losses of the Company and are therefore not considered participating securities. Accordingly, the two‑class method has not been applied.

Income Taxes and Transferrable Tax credits

The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes (“ASC 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are included in other long-term assets and are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.

We recognize interest and penalties related to unrecognized tax benefits on the interest expense line and other expense line, respectively, in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related liability lines in the consolidated balance sheet. As of December 31, 2025 and 2024, the Company does not have any amounts recorded in connection to uncertain tax positions.

The Company sells to third-party purchasers certain transferable Investment Tax Credits ("ITCs") that have been generated by the Company from its investments in the Renewable Natural Gas segment. The Company considers expected transfers of the ITC credits in assessing their realizability as part of the valuation allowance analysis. Changes in estimated proceeds from expected credit transfers are recognized as adjustments to the valuation allowance. The Company accounts for ITCs under ASC 740 and has elected the flow‑through method, recognizing the ITC benefit in the period the credit arises.

The Company has determined that it qualifies for clean fuel production tax credits ("PTCs","45z") under the Inflation Reduction Act of 2022 (“IRA”) and the One Big Beautiful Bill Act (“OBBBA”). The PTC credits are recognized as a tax benefit in the period in which production occurs, and the product is sold in a qualifying manner. The tax benefit recognized is determined based on the company's low carbon intensity ("CI") score to date and the expected sales price of the credits.

The credits are recorded within income tax benefit on the consolidated statements of operations.

Vulnerability due to Certain Concentrations

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, restricted cash, derivative instruments and trade accounts receivable. The Company holds cash, cash equivalents and restricted cash at several major financial institutions, much of which exceeds FDIC insured limits. Historically, the Company has not experienced any losses due to such concentration of credit risk. The Company’s temporary cash investments policy is to limit the dollar amount of investments with any one financial institution and monitor the credit ratings of those institutions. While the Company may be exposed to credit losses due to the nonperformance of the holders of its deposits, the Company does not expect the settlement of these transactions to have a material effect on its results of operations, cash flows or financial condition.

Significant Customers, Vendors and Concentration of Credit Risk

At December 31, 2025, four customers accounted for 63% of accounts receivable. At December 31, 2024, two customers accounted for 50% of accounts receivable. As of December 31, 2025, there were no concentrations in the volume of business transacted with any individual vendor. As of December 31, 2024, there was one supplier that accounted for approximately 13.9% of the Company’s total purchases.

Refer to FN 10. Reportable Segments and Geographic Information for details on revenue concentration.

3. INVESTMENTS IN OTHER ENTITIES AND VARIABLE INTEREST ENTITIES

The Company’s VIEs consist of landfill or dairy manure RNG facilities that are either under construction or in operation. OPAL’s share of design capacity for these facilities ranges from approximately 43,750 MMBtu to 1,327,140 MMBtu per year. These entities are financed through the Opal Term Loan, the Sunoma Loan, or the Paragon Loan. The Paragon Loan was obtained directly by the joint venture and is not consolidated.

VIEs for which the Company is not the primary beneficiary are accounted for under the equity method. As of December 31, 2025, Sunoma, Central Valley and CMS were consolidated VIEs.

On May 9, 2025, the Company acquired a variable interest in CMS, a joint venture formed with a third party to develop, construct, own, and operate a renewable natural gas facility. The Company holds a 70% membership interest in CMS, and the remaining 30% is held by the third-party partner. Based on an evaluation under ASC Topic 810, Consolidation ("ASC 810"), management determined that CMS is a VIE and that the Company is the primary beneficiary. As a result, CMS has been consolidated in the Company’s financial statements beginning in the second quarter of 2025. At the time of formation of CMS, the Company and the third-party partner made net capital contributions of $4,646 and $1,991, respectively utilized for the purchase of equipment. The carrying value of CMS at formation approximated the aggregate fair value of those assets. A noncontrolling interest ("NCI") of $1,991 was recognized for the portion of CMS not owned by the Company.

The consolidated balance sheets summarize the major consolidated balance sheet items for consolidated VIEs as of December 31, 2025 and 2024. The information is presented on an aggregate basis based on similar risk and reward characteristics and the nature of our involvement with the VIEs. All VIEs are RNG facilities reported under the RNG Fuel Supply segment, and the Company’s interests are primarily equity-based.

The following table presents the Company's ownership interests and carrying values of Investment in Other Entities:

As of December 31, 2025 and 2024, the carrying value of the Company’s equity method investments exceeded its proportionate share of the underlying net assets of its investees by $122,165 and $129,060, respectively. This basis difference primarily relates to the gain recognized upon the deconsolidation of certain RNG project entities, which increased the Company’s investment basis. The Company determined that this basis difference is attributable to construction in progress and will be amortized over the related assets’ estimated useful life of 20 years beginning when the assets are placed in service. The amortization of this basis difference, which reduces equity in earnings, was $6,895 and $5,835 and reflected in Income from equity method investments in the consolidated statements of operations for the year ended December 31, 2025 and 2024, respectively.

The following table summarizes the income from equity method investments:

A summary of financial information for the assets and liabilities in equity method investees in the aggregate is as follows:

The Company’s maximum exposure to loss is limited to its equity investment in the unconsolidated entities.

4. PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment, net, consisted of the following as of December 31, 2025 and 2024:

(1) Includes $87,888 and $68,899 lessor operating lease right of use assets as of December 31, 2025 and 2024, respectively.

(2) Includes $18,399 and $14,569 lessor operating lease accumulated depreciation for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, construction in progress primarily consisted of capital expenditures related to the development of RNG generation facilities as well as RNG dispensing facilities.

Depreciation expense on property, plant, and equipment for the years ended December 31, 2025 and 2024 was $21,582 and $17,176, including lessor operating lease depreciation of $4,225 and $3,515, respectively.

5. GOODWILL

The following table summarizes the changes in goodwill, if any, by reporting segment from the beginning of the period to the end of the period:

The results of the qualitative assessment indicated that the fair value of the Company’s reporting units exceeded their carrying amounts as of the measurement date, resulting inno impairment loss as of December 31, 2025.

6. LOANS

The following table summarizes the borrowings under the various loan facilities as of December 31, 2025 and 2024:

As of December 31, 2025, principal maturities of debt are expected as follows, excluding any undrawn debt facilities:

Opal Term Loan

On September 1, 2023, the Company restructured its existing credit agreement and entered into a new senior secured credit facility (the "Credit Agreement") with OPAL Fuels Intermediate Holding Company LLC (“OPAL Intermediate Holdco”) as the borrower ("Borrower"), direct and indirect subsidiaries of the Borrower as guarantors (the “Guarantors”), group of banks as lenders and Bank of America, N.A., as administrative agent. The Credit Agreement provides for up to $450,000 of initial and delayed draw term loans (with such delayed draw term loans available for up to 18 months after closing) and $50,000 of revolving loans. The amounts outstanding under the Credit Agreement are secured by the assets of the indirect subsidiaries of OPAL Intermediate Holdco. The outstanding loans under the Credit Agreement initially bear interest at an annual rate of Term SOFR plus margin. The margin increases over time:3.5% for years 0–3,3.75% for years 3–4, and 4.0% thereafter. Commitment fee accrues on the daily unused amount at 0.75% per annum. Commencing March 31, 2025, the outstanding principal amount of the term loans was scheduled to amortize at a rate of 1% per quarter and the Borrower is obligated to pay a leverage based cash sweep ranging from 25% to 100% of distributable cash of Borrower and the Guarantors, and subject to certain other mandatory prepayment requirements. The term and revolving loans mature on September 1, 2028.

The Credit Agreement requires the Borrower to maintain a consolidated debt service coverage ratio of not less than 1.2 to 1.0, as tested on a trailing four quarters basis as of the last day of each fiscal quarter during the term commencing with the quarter ended December 31, 2023, and to maintain a consolidated debt to cash flow ratio of not greater than 4.5 to 1.0 during the delayed draw availability period, and not greater than 4.0 to 1.0 thereafter.

The Credit Agreement includes certain customary and project-related affirmative and negative covenants, including restrictions on distributions, and events of default, which include payment defaults breaches of covenants, changes of control, materially incorrect or misleading representations or warranties, bankruptcy or other events of insolvency and certain project-related defaults. Additionally, the OPAL Term Loan contains restrictions on distributions and additional indebtedness. On March 3, 2025, the Company entered into the first amendment of the Credit Agreement (the “Credit Agreement Amendment”). The Credit Agreement Amendment changes certain covenants, extends the availability period for delay draw term loans under the Credit Agreement through March 5, 2026, and extends the commencement of repayment of such term loans until March 31, 2026. The Credit Agreement Amendment was accounted for as a modification during the year ended December 31, 2025.

As of December 31, 2025, the Company had utilized $14,577 of availability under the revolver loan to provide for the issuance of letters of credit to support the operations of the Borrower and the Guarantors.

Sunoma Loans

On July 19, 2022, Sunoma, an indirect wholly-owned subsidiary of the Company, completed the conversion of the construction loan into a permanent loan with aggregate principal amount of $23,000. The maturity date is July 19, 2033. The outstanding loans under the Sunoma Loan Agreement bear interest at annual fixed rates of 7.8%, and 8.2% per annum during the term. The amounts outstanding under the Sunoma Loan are secured by the assets of Sunoma.

The Company also utilized $927 for the issuance of letters of credit to support the operations. The amounts outstanding under the Sunoma Loan are secured by the assets of Sunoma.

The Sunoma Loan Agreement contains certain financial covenants which require Sunoma to maintain (i) a maximum debt to net worth ratio not to exceed 5:1, (ii) a minimum current ratio not less than 1.0 and (iii) a minimum debt service coverage ratio of trailing four quarters not less than 1.25.

The Company also entered into three equipment loans to finance the purchase of certain machinery. These loans are secured by the underlying machinery and have maturities ranging from 2026 to 2028.

7. LEASES

Lessor Contracts

Power Purchase Agreements

Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities provide the purchaser with the right to use the power plant during the contract term and are classified as operating leases.

Fuel Provider Agreements

Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG and related services to the customer for a determined number of years. The majority of our FPAs include a lease component that provides the customer with the right to use the Fueling Stations and these arrangements are classified as operating leases.

On September 26, 2025, the Company amended its agreement with a customer to extend the lease term through October 31, 2031, with automatic annual renewals unless either party provides notice. The customer holds a purchase option to acquire the underlying CNG equipment for $1, which the Company is reasonably certain will be exercised. The arrangement includes variable lease payments based on CNG volumes dispensed that are not based on an index or rate. As part of the lease modification, the Company reclassified $2,050 of previously accrued lease receivables as a deferred lease incentive, which will be recognized as a reduction of lease income over the amended lease term. The modification did not change the lease’s classification as an operating lease.

Sales-Type Leases

In 2025, the Company entered into FPAs with customer in Canada and determined that these arrangements meet the criteria for classification as sales‑type leases. At lease commencement, the underlying assets were derecognized and a lease receivable was recorded at the present value of future lease payments, discounted using the rate implicit in the lease. At that time, $7,734 was recognized within fuel station services revenues and $6,363 was recorded in cost of sales - fuel station services.

As of December 31, 2025, a maturity analysis of lease receivables reflecting undiscounted cash flows to be received on an annual basis are as follows:

Lessee Contracts

Site Leases

The Company, through its indirectly owned subsidiaries, enters into long‑term site leases on landfills and dairy farms for the construction and operation of its RNG generation facilities. While most site leases require immaterial lease payments, the Company has three material operating lease arrangements within its Central Valley project: one site at the MD Digester (“MD”) and two sites at the VS Digester (“VS1” and “VS2”).

The MD and VS1 site leases became effective in March 2021 and extend through the 20‑year anniversary of the respective Commercial Operation Date (“COD”). Rent payments are fixed over the lease term commencing on the Effective date.

The VS2 site lease became effective in July 2023 and continues through the 20‑year anniversary of COD. Rent payments include fixed 5% escalations beginning on the fifth anniversary of COD and every fifth anniversary thereafter. Rent does not commence until the calendar quarter in which COD occurs, resulting in a rent‑free period between the Effective Date and COD.

These three leases automatically renew for successivetwo‑year periods, up to a maximum total lease term of 34 years and 11 months from the respective Effective Date. Either party may elect not to renew by providing written notice before the end of the then‑current term and each lease includes termination rights if COD is not achieved within a reasonable period.

During the year ended December 31, 2024, the Company revised the commercial operation date for its leases for MD, VS1 and VS2 which changed the lease term for those leases. The Company treated this as a lease modification and increased its right-of-use asset and corresponding lease liability by $1,109 on its consolidated balance sheets as of December 31, 2024, using the incremental borrowing rate from 7.28% to 7.53%.

The Company also hasone site lease associated with one of its FPAs, which it classified as a finance lease based on the terms of the arrangement. During the year ended December 31, 2025, the Company derecognized the ROU asset and corresponding lease liability associated with this lease following a formal release from all future lease obligations by the vendor under the current agreement. The ROU asset had a carrying value of approximately $5,397 at the time of termination. The derecognition resulted in a $600 gain recognized in Other income.

Office Lease

The Company leases office and warehouse space under an operating lease that originally commenced on January 16, 2015. The expiration date of the lease is January 31, 2028 the Company has a single 36‑month renewal option, exercisable through written notice. The lease includes scheduled base rent escalations of 4% annually.

Vehicle Leases

The Company leases vehicles primarily used to perform service and maintenance activities for Fueling Stations operated by OPAL Fuels Station Services, as well as for facility maintenance within its Renewable Power and RNG subsidiaries. The total lease payments represent substantially all of the fair value of the underlying assets and therefore they are recorded as finance leases.

Right-of-use assets and Lease liabilities as of December 31, 2025 and 2024 are as follows:

The table below presents components of the Company's lease expense for the years ended December 31, 2025 and 2024:

During the years ended December 31, 2025 and 2024, the Company’s weighted‑average remaining lease terms and weighted‑average discount rates were as follows:

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of December 31, 2025:

Short‑term lease expense was immaterial for the years ended December 31, 2025 and 2024.

8. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Commodity Swap Contracts

The Company utilizes commodity swap contracts to hedge against the unfavorable price fluctuations in market prices of electricity and natural gas. The Company does not apply hedge accounting to these contracts. These contracts are considered to be Level 2 instruments in the fair value hierarchy.

The Company entered into an International Swaps and Derivatives Association (“ISDA”) agreement with NextEra, a related party in November 2022. Pursuant to the agreement, in December 2024 the Company entered in 15-month pay variable, receive fixed cash settled electricity commodity swap with NextEra. The Company will receive Fixed Price $56.15 per MWh and pay Floating Price. Total notional quantity of the contract is 10,919 MWh. The Company applies fair value accounting under ASC 815 for this transaction.

During the year ended December 31, 2025, the Company entered into multiple ISDA agreements with various banks for pay-variable, receive-fixed, cash-settled natural gas commodity swaps with fixed prices ranging from $3.88 to $4.53 per MMBTU and total notional quantity of 7,200,000 MMBTUs. The Company applies fair value accounting under ASC 815 for these transactions.

The following table summarizes the effect of commodity swaps on the consolidated statements of operations for the years ended December 31, 2025 and 2024:

The following table summarizes the derivative assets and liabilities related to commodity swaps as of December 31, 2025 and 2024:

There were no amounts offset in the consolidated balance sheets as of the period-end dates. In addition, there were no collateral balances with counterparties outstanding as of the period-end dates.

Convertible Note Receivable

In July 2024, the Company purchased a $750 convertible note with a 12‑month term, which is classified as available‑for‑sale and measured at fair value with changes recognized in earnings. The note was a Level 3 financial instrument, and its fair value was presented as a separate line item in the consolidated balance sheets. As of December 31, 2024, the note’s fair value was $760, with changes in fair value (including interest income) recorded in other income. In the third quarter of 2025, the investee underwent an exit event, the note has been paid and the Company received $1,377 in cash proceeds, with an additional $198 held in escrow and recorded in prepaid expenses and other current assets.

Recurring Fair Value Measurements

There were no transfers of assets between Level 1, Level 2, or Level 3 of the fair value hierarchy as of December 31, 2025 and 2024.

The Company's assets and liabilities that are measured at fair value on a recurring basis include the following as of December 31, 2025 and 2024, set forth by level, within the fair value hierarchy:

9. RELATED PARTIES

Related parties are represented by Fortistar LLC ("Fortistar") and other affiliates, subsidiaries and entities under common control with Fortistar or NextEra.

Redeemable Preferred Non-controlling Interests

Upon completion of the transaction contemplated by the Business Combination Agreement dated December 2, 2021, by and among ArcLight, OPAL Fuels LLC, and OPAL HoldCo ("Business Combination"), the Company assumed Series A preferred units issued to Nextera. Series A preferred units became issued and outstanding at OPAL Fuels and were recorded as redeemable preferred non-controlling interests. The holder’s redemption option became exercisable on November 29, 2025, and NextEra provided written notice of its intent to exercise the redemption option during the fourth quarter of 2025. See Note 11. Redeemable Non-controlling Interest, Redeemable Preferred Non-controlling Interest and Stockholders' Deficit, for additional information.

As of December 31, 2025 and 2024, there wasno accrued preferred dividends payable.

Purchase and Sale Agreement for Environmental Attributes

The Company is party to a purchase and sale agreement with NextEra under which it sells a minimum of 90% of environmental attributes generated by the RNG Fuels business. Proceeds are based on agreed pricing net of a specified discount, and certain quarterly volumes incur an additional fee per attribute.

On March 26, 2025, the Company entered into a North American Energy Standards Board (“NAESB”) Base Contract with NextEra for the sale of RNG ("Green Gas Contract"). Transaction confirmations were executed in March, June, and September and December 2025.

Under this contract, the Company could enter into transaction confirmations on a periodic basis for the sale of RNG generated by the RNG Fuels business and NextEra could elect to utilize the Company to market such RNG to generate RINs for NextEra.The Company concluded that production and dispensing services represent separate performance obligations. Control over K-1 RINs transfers at the time of gas generation or upon delivery of the RINs. Revenue is recognized at the time control is transferred. The consideration associated with dispensing services is recognized into revenue by the Company when it satisfies its performance obligation by pairing the paperwork associated with the dispensing.

Commodity Swap Contracts under ISDA and REC Sales Contracts

The Company entered into an ISDA agreement with NextEra in November 2019. Pursuant to the agreement, the Company entered into commodity swap contracts on a periodic basis. Please see Note 8. Derivative Financial Instruments and Fair Value Measurementsfor additional information. Additionally, the Company has contracts to sell RECs and capacity to NextEra on multiple Renewable Power facilities at market price. The Company records the realized and unrealized gain (loss) on these commodity swap contracts as well as RECs and capacity sales as part of renewable power revenues.

Revenues Contracts with Equity Method Investment Entities

The Company's wholly owned subsidiary, OPAL Fuel Station Services contracted with Pine Bend RNG LLC ("Pine Bend"), Noble Road RNG LLC ("Noble Road"), Emerald RNG LLC ("Emerald"), Sapphire RNG LLC ("Sapphire"), Atlantic RNG LLC ("Atlantic") and GREP BTB Holdings LLC ("GREP") to dispense RNG and to generate and market resulting RINs. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs and LCFSs received in prepaid expenses and other current assets based on their estimated fair value at contract inception. Additionally, OPAL Fuel Station Services provides the same services to all wholly-owned subsidiaries of the Company. The revenues earned from the wholly-owned entities are fully eliminated in the consolidated financial statements. The term of these contracts each runs for a term of 10 years.

Service Agreements with Related Parties

The Company has service arrangements with Fortistar LLC and its affiliate Costar Partners LLC (“Costar”), which are related parties due to common ownership and control.

Fortistar provides services to the Company under a management, operations, and maintenance services agreement (“Administrative Services Agreement”). Fees are based on actual time incurred at contractually agreed rates and include a fixed annual payment of $580, adjusted annually for inflation. The Company also receives credits for any services provided by its employees to Fortistar.

Costar provides information technology (“IT”) support services, software licensing, and infrastructure management. Fees are based on actual costs incurred and per‑user licensing charges.

In 2025, the Company amended its Administrative Services Agreement to provide operational and project support services to Wasatch RNG, an affiliate of Fortistar, in exchange for service fees and expense reimbursements.

During the first quarter of 2025, the CFO of Fortistar, served as Interim CFO of the Company. Pursuant to the Interim Services Agreement, the Company paid Fortistar an agreed hourly rate, such that the monthly fee did not exceed $50, on a cumulative basis.

The following table summarizes revenues recorded from related parties:

(1)Represents RIN and LCFS sales to NextEra. Includes revenues of $21,220 and $— recognized under the Green Gas Contract, which were recorded within RNG fuel revenues for the years ended December 31, 2025 and 2024, respectively.

(2)Represents revenue earned under ISDA, REC and capacity sales agreements with NextEra

(3)Represents environmental processing fees earned under agreements with equity method investments, related to the generation and marketing of RINs and LCFS.

(4)Represents management fees earned under an agreement with Fortistar.

The following table summarizes the various fees recorded under the agreements described above which are included in selling, general and administrative expenses:

The following table presents the various balances for related parties included in our consolidated balance sheets as of December 31, 2025 and 2024:

10. REPORTABLE SEGMENTS AND GEOGRAPHIC INFORMATION

The Company is organized into three operating segments based on the characteristics of its renewable power generation, dispensing portfolio, production and sale of renewable gas, and nature of other products and services.

Our reportable segments disclosure is aligned with the information and internal reporting provided to our Chief Operating Decision Makers (“CODM”). Our Co-CEOs jointly fulfill the role of the CODM. The CODM evaluates performance based on segment net income. For all of the segments, the CODM uses segment net income in the annual budgeting and monthly forecasting process. The CODM considers budget-to-current forecast and prior forecast-to-current forecast variances for segment net income on a monthly basis for evaluating performance of each segment and making decisions about allocating capital and other resources to each segment.

Thethree operating segments are RNG Fuel, Fuel Station Services and Renewable Power. The Company has determined that each of thethree operating segments meets the characteristics of a reportable segment under U.S. GAAP.

•RNG Fuel. The RNG Fuel segment relates to all RNG supply directly related to the generation and sale of brown gas and environmental credits, and consists of:

◦RNG supply operating facilities – This includes the generation, extraction, and sale of RNG - plus associated RINs and LCFSs from landfills.

◦Development and construction – RNG facilities in which long term gas right contracts have been, or are in the process of being ratified and the construction of RNG generation facilities.

•Fuel Station Services. Through its Fuel Station Services segment, the Company provides construction and maintenance services to third-party owners of vehicle Fueling Stations and performs fuel dispensing activities including generation and minting of environmental credits. This segment includes:

◦Service and maintenance contracts for RNG/CNG fueling sites and a manufacturing division that builds Compact Fueling Systems and Defueling systems.

◦Third-party CNG construction of fueling stations - design/build and serve as general contractor for typically guaranteed maximum price or fixed priced contracts for customers usually lasting less than one year.

◦RNG and CNG fuel dispensing stations for vehicle fleets - This includes both the dispensing and sale of brown gas and the environmental credit generation and monetization. The Company operates Fueling Stations that dispense gas for vehicles. This also includes the development and construction of these facilities.

•Renewable Power. The Renewable Power segment generates renewable power and associated environmental credits through methane-rich landfills which is then sold to public utilities throughout the United States. The Renewable Power portfolio operates primarily in Southern California.

•Corporate. Corporate consists of activities managed and maintained at the Company’s corporate level that are not attributable to, nor allocated among, the Company’s reportable segments. These costs primarily consist of executive, accounting, finance, and sales support activities, as well as stock-based compensation. Corporate expenses are presented separately as they do not reflect the operating performance of the Company’s reportable segments.

During the fourth quarter of 2025, the Company changed the presentation of information reviewed by the CODM to allocate certain Corporate general and administrative costs, including consulting, insurance, and payroll expenses, to the related reportable segments. Segment information has been retrospectively revised to reflect this change. For the year ended December 31, 2024, amounts reallocated from Corporate to RNG Fuel, Fuel Station Services, and Renewable Power were $10,737, $1,831, and $4,165, respectively.

For the year ended December 31, 2024, substantially all of the Company’s assets and revenue‑generating activities were domiciled in the United States, except for ISCC Carbon Credit agreements. All of the Company’s ISCC Carbon Credit agreements were terminated during 2024. During the year ended December 31, 2025, Fuel Station Services entered into a sales‑type lease in Canada (see Note 7. Leases for additional details). All other assets and revenue-generating activities were domiciled in the United States for the year ended December 31, 2025.

Transactions between reportable segments are accounted for using market‑based pricing. Intersegment revenues and expenses are eliminated in consolidation.

The following table reflects the financial data used to calculate each reportable segment’s income (loss) and includes reconciliations to Opal’s consolidated revenue and consolidated net income for the year ended December 31, 2025:

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown in the line Cost of sales and no intersegment profit was recognized

(2) Other segment items for each reportable segment include:

•RNG - payroll, consulting, insurance and other expenses

•Fuel Station Services - gain on RNG dispensing and payroll

•Renewable Power - payroll, consulting, insurance and other expenses

The following table reflects certain other financial data for the reportable segments as of December 31, 2025:

For the year ended December 31, 2025, the Company made the following cash payments for capital expenditures:

The following table reflects the financial data used to calculate each reportable segment’s income (loss) and includes reconciliations to Opal’s consolidated revenue and consolidated net income for the year ended December 31, 2024:

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown in line Cost of sales and no intersegment profit was recognized

(2) Other segment items for each reportable segment include:

•RNG - payroll, consulting, insurance and other expenses

•Fuel Station Services - payroll expenses, gain on RNG dispensing and asset impairment

•Renewable Power - payroll, consulting, insurance and other expenses, and asset impairment

The following table reflects certain other financial data for the reportable segments for the year ended December 31, 2024:

For the year ended December 31, 2024, the Company made the following cash payments for capital expenditures:

The following table reflects revenues from external customers by type for the reportable segments:

(1)Revenues from RNG marketing in the Fuel Station Services segment relate to revenues earned from Environmental Attribute generation and monetization services.

(2)Fuel Station Services lease revenue relates to revenue from fuel purchasing agreements where we determined that we transferred the right to control the use of the station to the purchaser. Includes sales-type lease revenues of $7,734 and $— respectively, for the years ended December 31, 2025 and 2024, from customers domiciled outside of United States. All remaining lease revenue relates to operating leases.

(3)Includes revenues of $— and $16,286 respectively, for the years ended December 31, 2025 and 2024, from customers domiciled outside of United States.

(4)Renewable Power operating lease revenue relates to revenue from power purchase agreements where we determined that we transferred the right to control the use of the power plant to the purchaser.

(5)Includes management fee revenues earned from management of operations of equity method entities

The tables below outline the revenue from customers that comprise 10% or more of our consolidated revenue, along with their respective percentages of revenue by each segment.

11. REDEEMABLE NON-CONTROLLING INTEREST, REDEEMABLE PREFERRED NON-CONTROLLING INTEREST AND STOCKHOLDERS' DEFICIT

Common Stock

As of December 31, 2025, the Company is authorized to issue 340,000,000 shares of Class A common stock,160,000,000 shares of Class B common stock,160,000,000 shares of Class C common stock, and 160,000,000 shares of Class D common stock.

Shares of Class B and Class D common stock do not have any economic value except voting rights as described below.

On April 23, 2025, our ultimate controlling stockholder, Fortistar, through its subsidiary OPAL Holdco LLC, exchanged 50,000,000 shares of Class D common stock of the Company held by it, each of which is entitled tofive votes per share on all matters on which stockholders generally are entitled to vote, for an equal number of shares of newly issued Class B common stock of the Company, each of which is entitled toone vote on such matters. This transaction had no effect on the economic interest in the Company held by Fortistar.

On March 12, 2024, Fortistar, through its subsidiary OPAL Holdco LLC, converted 71,500,000 shares of Class D common stock of the Company held by it, each of which is entitled tofive votes per share on all matters on which stockholders generally are entitled to vote, for an equal number of shares of newly issued Class B common stock of the Company, each of which is entitled toone vote on such matters. This transaction has no effect on the economic interest in the Company held by Fortistar or OPAL Holdco LLC. Fortistar converted such shares in order that the Company’s Class A common stock would become eligible for inclusion in certain stock market indices, on which many broad-based mutual funds and exchange-traded index funds are based.

Redeemable Preferred Non-controlling Interests

Upon completion of the Business Combination, the Company effectively assumed the Series A‑1 and Series A preferred units previously issued by OPAL Fuels LLC to Hillman and NextEra, respectively. Following the transaction, these preferred units were presented as redeemable preferred non-controlling interests in the Company’s consolidated financial statements.

The following table summarizes the changes in the redeemable preferred non-controlling interests which represent Series A and Series A-1 preferred units outstanding at OPAL Fuels level from December 31, 2024 to December 31, 2025:

Terms of Redeemable Preferred Units

The Series A and Series A-1 preferred units (together the “Preferred Units”) have substantially the same terms and features which are listed below:

Voting: The Series A-1 preferred units to Hillman do not have any voting rights. The Series A preferred units issued to NextEra have limited rights to prevent the Opal Fuels LLC from taking certain actions including (i) major issuances of new debt or equity (ii) executing transactions with affiliates which are not on an arm's-length basis (iii) major dispositions of assets and (iv) major acquisitions of assets outside of the primary business.

Dividends: The Preferred Units are entitled to receive dividends at the rate of 8% per annum. Dividends begin accruing for each unit from the date of issuance and are payable each quarter end regardless of whether they are declared. The dividends are mandatory and cumulative. The Company is allowed to elect to issue additional Preferred Units (paid-in-kind) in lieu of cash for the first eight dividend payment dates. The Company elected to pay the dividends to be paid-in-kind for all periods presented. In the occurrence of certain events of default, the annual dividend rate increases to 12%. Additionally, the dividend rate increases by 2% for each unrelated uncured event of default up to a maximum of 20%.

Liquidation preference: In the event of liquidation of the Company, each holder of Series A units and Series A-1 units is entitled to be paid on pro-rata basis the original issue price of $100 per unit plus any accrued and unpaid dividends out of the assets of the Company available for distribution after payment of the Company’s debt and liabilities and liquidation expenses.

Redemption and conversion: At any time after issuance, the Company may redeem the Preferred Units for a price equal to original issue price of $100 per unit plus any accrued and unpaid dividends. Holders of the Preferred Units may redeem for an amount equal to original issue price of $100 per unit plus any accrued and unpaid dividends upon (i) occurrence of certain change in control event (ii) at the end offour years from the date of issuance, except that the Preferred Units issued to Hillman can only be redeemed 30 days after the fourth year anniversary of the first issuance of Preferred Units to NextEra. The maturity date is determined to be the date at which the holder’s redemption option becomes exercisable as this is the date in which both the Company and the holder may redeem the preferred units. The maturity date was November 29, 2025. NextEra provided such written notice during the fourth quarter of 2025, and the Company has 90 days from the date of notice to respond in accordance with the terms of the Series A preferred units. The Company must also redeem all NextEra Series A preferred units on which the redemption option has been exercised prior to redeeming any Hillman Series A-1 preferred units.

In the event the Company does not redeem the Series A preferred units when requested, Nextera will have the following rights and remedies: (1) NextEra’s affiliate may extend the RNG Marketing Agreement by 12 months; or (2) the dividend rate would increase depending on the length of time the Series A preferred units remain unredeemed to up to 20% per annum, and if more than $25,000 preferred equity is outstanding for more than six months after November 29, 2025, NextEra may appoint a director to our Board of Directors; or (3) NextEra may convert the Series A preferred equity into common equity of the OPAL Fuels LLC at a conversion price at a 20% to 30% discount to their value (the discount is 20% during the first 12 months after November 29, 2025,25% for the next 12 months thereafter and 30% thereafter).

Subsequent to December 31, 2025, the Company redeemed the Series A preferred units in connection with the sale of Series A preferred units to Preferred Fuels LLC. See Note 16. Subsequent Eventsfor additional details regarding these transactions. In connection with these transactions, on March 6, 2026, OPAL Fuels LLC approved and adopted an Amended and Restated Certificate of Designations of Series A Preferred Units (the "Amended Series A Certificate of Designations"). Among other things, the Amended Series A Certificate of Designations increased the dividend rates to 12% per annum (compounding quarterly) with a partial payment-in-kind option, revised the mandatory redemption provisions (including the addition of redemption triggers upon certain events or after the fifth anniversary of the issuance date), added enhanced protective covenants and transfer restrictions, and updated certain other terms and definitions to reflect the current transaction structure. Additionally, Preferred Fuels LLC has the right, but not the obligation, to appoint a single director to the Board of the Company if OPAL Fuels LLC fails to redeem any Series A preferred units within 90 days of the date on which Preferred Fuels LLC requests mandatory redemption of such Series A preferred units.

Redeemable preferred non-controlling interests have been presented as mezzanine equity in the consolidated statements of changes in redeemable non-controlling interest, redeemable preferred non-controlling interest and stockholders' deficit. The conversion feature does not represent a derivative.

Redeemable Non-controlling Interests

Upon consummation of the Business Combination, OPAL Fuels and its members caused the existing limited liability company agreement to be amended and restated. In connection therewith, all of the common units of OPAL Fuels LLC issued and outstanding immediately prior to the Business Combination were re-classified into 144,399,037 Class B Units. Each Class B Unit is paired with a single share of Class B or Class D of common stock issued by the Company. Each share of Class B common stock is exchangeable for one share of Class A common stock and each share of Class D common stock is exchangeable for one share of Class C common stock. Upon an exchange for Class A or Class C common stock, the Company has the option to redeem shares for cash at their market value.

Redeemable non-controlling interests have been presented as mezzanine equity in the consolidated statements of changes in redeemable non-controlling interest, redeemable preferred non-controlling interest and stockholders' deficit. As of December 31, 2025, the Company recorded $130,718 to adjust the carrying value to their redemption value based on a five-day VWAP of $2.62 per share.

12. NET INCOME PER SHARE

The following table summarizes the calculation of basic and diluted net income per share:

The basic income per share for the year ended December 31, 2025 does not include 1,635,783 shares in treasury and 716,650 shares that are issued and outstanding but are contingent on achieving earnout targets.

Additionally, the diluted income per share of Class A common stock for the years ended December 31, 2025 and 2024 does not include Redeemable preferred non-controlling interests because the substantive contingency for conversion has not been met as of December 31, 2025. It also excludes redeemable non-controlling interests for the years ended December 31, 2025 and 2024.

For the periods in which EPS is presented, the following securities were excluded from the computation of diluted EPS since their impact would have been antidilutive:

13. INCOME TAXES

As a result of the Company’s up-C structure effective with the Business Combination, the Company expects to be a tax-paying entity. However, as the Company has historically been loss-making, any deferred tax assets created as a result of net operating losses and other deferred tax assets for the excess of tax basis in Opal Fuels Inc.'s investment in Opal Fuels LLC are offset by a full valuation allowance. Prior to the Business Combinations, Opal Fuels LLC and its subsidiaries were organized as a limited liability company, with the exception of one partially-owned subsidiary which filed income tax returns as a C-Corporation. The Company accounts for its income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. Judgment is required in determining the provisions for income and other taxes and related accruals, and deferred tax assets and liabilities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, the Company's various tax returns are subject to audit by various tax authorities. Although the Company believes that its estimates are reasonable, actual results could differ from these estimates.

The components of income before income taxes are as follows:

The provision for income taxes consisted of the following:

The year-to-date effective tax rate for the year ended December 31, 2025 and 2024 was 323% and (164)%, respectively. The Company recognized the tax benefit associated with the sales of investment tax credits to a counterparty. Per ASC 740-10-25-46, the Company uses the flow-through method to account for transferrable tax credits. Under the flow-through method, an entity immediately recognizes the cost savings from the tax credit. The transferrable tax credits are accounted for as a reduction in income tax expense in the year the asset is generated. Therefore, the Company recognized a total income tax benefit of $52,746 during the year ended December 31, 2025 and $8,906 for the year ended December 31, 2024.

The following table shows the principal reasons for the difference between the effective income tax rate and the statutory federal income tax rate (in thousands):

The components of the deferred tax assets and liabilities are as follows:

As of December 31, 2025, Opal Fuels, Inc. is in a net deferred tax asset position. Based on all available positive and negative evidence, including projections of future taxable income, the Company believes it is more likely than not that the deferred tax assets related to its investment in partnership, 163(j) interest limitation, and NOLs carryforwards will not be realized. As such, a full valuation allowance was recorded against these net deferred tax asset positions for federal and state purposes as of December 31, 2025. For purposes of determining pre-tax income/(loss) for the pre-IPO period, the Company relied on the historical financial statements of Opal Fuels, LLC as this is the best information to represent the historic pre-tax income/(loss) of Opal Fuels Inc. As of December 31, 2025, Opal Fuels, Inc. is in a three-year cumulative loss position, of approximately $13,706. Should future results of operations demonstrate a trend of profitability, additional weight may be placed upon other evidence, such as forecasts of future taxable income. Additionally, future events and new evidence, such as the integration and realization of profit from recently acquired assets, could lead to increased weight being placed upon future forecasts and the conclusion that some or all of the deferred tax assets are more likely than not to be realizable. Therefore, the Company believes that there is a possibility that some or all of the valuation allowance could be released in the foreseeable future.

The Company has gross state net operating loss carryforwards aggregating $54,398 as of December 31, 2025 representing state tax benefits, net of federal taxes, of approximately $2,250. These loss carryforwards are subject to ten, fifteen, twenty-year, or indefinite carryforward periods, with $30,919 expiring between 2032-2045, and $23,478 with no expiration. The Company has provided valuation allowances of $2,250 and $1,436 as of December 31, 2025 and 2024, respectively, against the state tax loss carryforwards, representing the portion of carryforward losses that the Company believes are not likely to be realized.

The Company had no material cash taxes paid.

On July 4, 2025, the OBBBA was signed into law in the U.S. and, among other provisions, reinstated the prior treatment of domestic research and experimental expenditures through newly enacted IRC §174A, permanently restored 100 percent bonus depreciation for qualifying assets placed in service after January 19, 2025, favorably modified the business interest limitation under IRC §163(j), and accelerated the timeline for certain renewable energy credits. However, the OBBBA does not have a material effect on our Consolidated financial statements.

For Federal income tax purposes, the 2021 through 2024 tax years remain open for examination. For state tax purposes, the 2021 through 2024 tax years remain open for examination. There is no liability for unrecognized tax benefits.

14. STOCK-BASED COMPENSATION

The Company adopted 2022 Omnibus Equity Incentive Plan (the "2022 Plan") in 2022 which was approved by our stockholders on July 21, 2022. The purposes of the 2022 Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essential to the growth and success of the Company, (ii) strengthen the commitment of such individuals to the Company and its Affiliates, (iii) motivate those individuals to faithfully and diligently perform their responsibilities and (iv) attract and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company. The 2022 Plan allows for granting of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. The Company registered 19,811,726 shares of Class A common stock that can be issued under this Plan.

Stock Options

Stock options generally vest over three years and expireten years from the date of grant.

The fair value of the stock options granted in 2025 was estimated at $1.44 per option using the Black-Scholes model. The valuation was based on the following assumptions: share price of $2.04, exercise price of $1.53, expiration of 10 years, annual risk-free interest rate of 3.90% and expected volatility of 50%.

The fair value of the stock options granted in 2024 was estimated at $3.40 per option using the Black-Scholes model. The valuation was based on the following assumptions: share price of $4.96, exercise price of $5.02, expiration of 10 years, annual risk-free interest rate of 3.96%, and expected volatility of 55%.

Stock option activity during the year ended December 31, 2025, consisted of the following (in thousands, except for share and per share data):

The weighted-average grant date fair value of stock options granted during the years ended December 31, 2025 and

2024 was $1.44 and $3.40 per share, respectively.

The aggregate intrinsic value of the outstanding stock options is $922 andzero as of December 31, 2025 and 2024, respectively. The aggregate intrinsic value of the vested and exercisable stock options iszero as of December 31, 2025 and 2024.

Performance Units

Performance units are contingent upon the Company achieving specified Adjusted EBITDA and production targets. The grant date fair value of these awards was estimated based on the volume-weighted average price of the Company’s Class A common stock on the date of grant. Compensation expense related to these awards is recognized over the performance period based on the estimated probability of achieving the performance conditions as of the reporting date. The applicable performance period for the units granted in 2025 is from January 1, 2025 to December 31, 2027, with all such units scheduled to vest on March 31, 2028, subject to the achievement of certain performance criteria. The applicable performance period for the units granted in 2024 is from January 1, 2024 to December 31, 2026, with all such units scheduled to vest on March 31, 2027, subject to the achievement of certain performance criteria.

Restricted Stock

The Company’s RSU based payment awards provide recipients with the right to receive shares of Class A common stock upon achievement of vesting conditions. At issuance, the value of the RSU is equal to the value of the per share Class A common stock value. These awards typically include time-based vesting conditions and generally vest over the service period ofone tothree years.

A summary of the unvested shares as of December 31, 2025, and changes during the year ended December 31, 2025, is presented below.

The total fair value of shares vested during the years ended December 31, 2025 and 2024, was $4,241 and $3,095 respectively.

Parent Equity Awards

During the years ended December 31, 2020 and 2019, Fortistar granted certain equity-based awards to certain employees of the Company in the form of residual equity interests (“Profit Interests”) infour wholly-owned subsidiaries of the Company. The Profit Interests do not have voting rights and shall participate in the income distributions when the subsidiaries achieve certain financial targets. These Profits Interests were restructured in December 2020, at which time they became based on a portion of Fortistar's indirect ownership in the Company, rather than in Fortistar's ownership interest in Company subsidiaries. The percentage of Profit Interests issued in the investment entities that were established to grant the incentive units ranged between 34%-37% in thefour wholly-owned subsidiaries. These Profit Interests vest ratably over a period offive years from the grant date.

There wereno new residual equity interest grants during the years ended December 31, 2025 and 2024.

As of December 31, 2025 all of the Profit Interests issued vested. As of December 31, 2024,96% of the Profit Interests issued vested.

There wereno forfeitures during the years ended December 31, 2025 and 2024.

The stock-based compensation expense for the above stock awards under the 2022 Plan as well as Parent Equity Awards is included in selling, general and administrative expenses:

Stock-based compensation expense related to unvested awards yet to be recognized as of December 31, 2025 totaled $10,287 and is expected to be recognized, on a weighted average basis, over 1.79 years.

15. COMMITMENTS AND CONTINGENCIES

Letters of Credit

As of December 31, 2025 and 2024, the Company was required to maintain standby letters of credit totaling $15,504 and $15,120, respectively, to support obligations of certain Company subsidiaries. These letters of credit were issued in favor of a lender, utilities, a governmental agency, and an independent system operator under PPA electrical interconnection agreements, and in place of a debt service reserve. There have beenno draws to date on these letters of credit.

Guaranty

Opal Paragon

On September 13, 2024, OPAL Paragon entered into a tax credit purchasing agreement with Apollo Management Holdings, L.P., ("Buyer"), pursuant to which OPAL Paragon sold $11,096 investment tax credits to the buyer for net proceeds of $8,906. If the tax credits are disallowed or recaptured from the Buyer, OPAL Paragon will be required to return the purchase price and pay any taxes, interest or penalties incurred.

On March 28, 2025, OPAL Paragon entered into a tax credit purchase agreement with the Buyer, pursuant to which OPAL Paragon sold $9,801 of investment tax credits to the Buyer for net proceeds of $8,037. If the tax credits are disallowed or recaptured from the Buyer, OPAL Paragon will be required to return the purchase price and pay any taxes, interest or penalties incurred.

In connection with the above transaction, all of the obligations of OPAL Paragon under such tax credit purchase agreement are guaranteed by the Company.

Opal Fuels LLC

On June 20, 2025, OPAL Fuels LLC entered into tax credit purchase agreements with the Buyer and EagleBank, pursuant to which OPAL Fuels LLC sold $16,740 of investment tax credits for net proceeds of $13,686. If the tax credits are disallowed or recaptured from the Buyer, OPAL Fuels LLC will be required to return the purchase price and pay any taxes, interest or penalties incurred.

On September 12, 2025, OPAL Fuels LLC entered into tax credit purchase agreements with the Buyer and Athene Annuity and Life Company, pursuant to which OPAL Fuels LLC sold $17,369 of investment tax credits for net proceeds of $14,567. If the tax credits are disallowed or recaptured from the Buyer, OPAL Fuels LLC will be required to return the purchase price and pay any taxes, interest or penalties incurred.

In connection with the above transaction, all of the obligations of OPAL Fuels LLC under such tax credit purchase agreements are guaranteed by the Company.

Legal Matters

The Company is involved in various claims arising in the normal course of business. Management believes that the outcome of these claims will not have a material adverse effect on the Company's financial position, results of operations or cash flows.

Set forth below is information related to the Company’s material pending legal proceedings as of the date of this report, other than ordinary routine litigation incidental to the business. There have been no material changes to such legal proceedings.

Central Valley Project

Direct Contractor Claims

In September 2021, an indirect subsidiary of the Company, MD Digester, LLC (“MD”), entered into a fixed-price Engineering, Procurement and Construction Contract (an “EPC Contract”) with VEC Partners, Inc. d/b/a CEI Builders (“CEI”) for the design and construction of a turn-key renewable natural gas production facility using dairy cow manure as feedstock in California’s Central Valley. In December 2021, a second indirect subsidiary of the Company, VS Digester, LLC (“VS”) entered into a nearly identical EPC Contract (collectively, the "EPC Contracts") with CEI for the design and construction of a second facility, also in California’s Central Valley. CEI’s performance under both of the EPC Contracts is fully bonded by licensed sureties.

CEI has submitted a series of change order requests seeking to increase the EPC Contract Price by approximately $14,000, per project, primarily due to: (1) modifications to CEI’s design drawings which are required to meet its contracted performance guaranties, and (2) a default by one of CEI’s major equipment manufacturers. The Company disputes the vast majority of the change order requests.

In January 2024, the Company filed a civil lawsuit captioned, MD Digester, LLC. et. al. vs. VEC Partners, Inc. et. al.; with the California Superior Court, County of San Joaquin; Action No. STK- CV-UCC-2024-0000185 and commenced a related arbitration proceeding in order to obtain a formal determination on the claims; American Arbitration Association ("AAA") Case No. 01-24-0000-0775. The Superior Court Action has been stayed, pending the conclusion of the arbitration. In the meantime, the AAA has empaneled three experienced arbitrators and has set the hearing date for the matter, currently scheduled in May 2026.

The EPC Agreement requires that CEI, continue working during the course of the litigation and related arbitration proceedings; however, CEI effectively stopped working. On June 26, 2024, MD issued a Notice of Default and Demand to Cure to CEI. CEI failed to do so, and on July 30, 2024, MD terminated CEI for default. MD notified CEI’s performance bond surety, Atlantic Specialty Insurance Company of the termination and demanded that it perform under the bond. Atlantic has denied the claim.

Similarly, on July 11, 2024, VS issued a Notice of Default and Demand to Cure, advising CEI of its defaults and giving it an opportunity to cure. CEI failed to do so, and on August 27, 2024, VS terminated CEI for default. VS has notified CEI’s bond surety, also Atlantic, of the second termination and demanded that it perform under the bond. The surety has denied the claim.

As a result of CEI’s default and Atlantic’s denial of the claims, MD and VS have amended their claims in the AAA arbitration to include breach of contract claims against CEI and breach of performance bond claims against Atlantic (who was formally joined into the arbitration on November 20, 2024) in the AAA Arbitration with CEI.

CEI has since recorded mechanic’s liens against each of the projects for $4,948 (MD) and $1,984 (VS), and recently filed actions with the Stanislaus and San Joaquin County Superior Courts, respectively, to enforce their liens. It is expected that these claims will be stayed and consolidated with the pending arbitration proceeding.

The AAA proceeding is scheduled for evidentiary hearing from May 4 through May 22, 2026. Based upon the deposition testimony and the expert reports that were exchanged on February 23, 2026, the Company reasonably believes that it will demonstrate that the terminations were justified and for cause. Issues related to damages, i.e., the cost to complete the projects, are evolving and it is premature to offer an opinion on the strength of this component of the case.

Subcontractor Lien Claims

In addition to the above-referenced action and arbitration, several of CEI’s subcontractors have recorded mechanic’s liens against the MD and VS projects for $3,141, which the Company is obligated to defend and indemnify the dairy owners from and against. Several of liens were untimely and have been released voluntarily by the claimants, others were released through the recording of release bonds by Company.

The NWP Industries, L.P. ("NWP") and Argo Sales ("Argo") claims have been settled and will be dismissed as to MD and VS when the settlement payments have been fully funded.

Former Development Partner/construction Manager

In March 2024, the Company filed an action in the Orange County Superior Court (Case No. 30- 2024-01415510-CU-BC-CXC) against its former development partner and construction manager, Sierra Renewable Organics Management, LLC, as well as its principal (Ethan Werner) and affiliated engineering firm (CH Four Biogas) for Breach of Contract, Indemnity, Declaratory Relief, Intentional Misrepresentation and Negligent Misrepresentation relating to the design and development of the Projects. The defendants have recently filed an answer and certain cross claims, to which the Company has demurred. Discovery in the case is now underway.

16. SUBSEQUENT EVENTS

On March 6, 2026, OPAL Fuels LLC entered into a subscription agreement with Preferred Fuels LLC, (“Preferred Fuels”), an affiliate of Fortistar, pursuant to which Preferred Fuels committed to purchase up to $180,000 of Series A preferred units in multiple closings. At the initial closing on March 6, 2026, the investor purchased 1.2 million preferred units for aggregate proceeds of $120,000. OPAL Fuels may, in its sole discretion, require the investor to fund up to an additional $60,000 withinone year of the initial closing, subject to the terms of the subscription agreement.

The Series A preferred units are entitled to preferred quarterly distributions at a rate of 12% per annum, compounding quarterly, and rank senior to all other classes of equity interests of OPAL Fuels LLC, except for certain existing preferred units to which they are pari passu. In connection with the initial closing, the Company also issued a warrant to the investor to purchase up to 3.0 million shares of the Company’s Class A common stock, subject to vesting, forfeiture, and other terms and conditions.

During the fourth quarter of 2025, Nextera provided notice of its right to require redemption of all outstanding Series A preferred units. The redemption period, originally scheduled to expire on March 3, 2026 was extended through March 31, 2026. On March 6, 2026, OPAL Fuels LLC redeemed all such preferred units for an aggregate redemption price of $100,000, funded with proceeds from the initial preferred unit issuance described above.

In addition, subsequent to December 31, 2025, the Company drew approximately $128,400 under its term loan facility pursuant to its existing credit agreement. A portion of the proceeds from the borrowing was used to repay approximately $20,000 outstanding under the revolving loan facility.