OPAL Fuels Inc.
For the period ended Mar 31, 2026. Filed May 11, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 11, 2026
OPAL$1.45+5.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-07.
0001628280-25-050643
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-11.
0001628280-26-033091
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 172 previous paragraphs and 149 current paragraphs.
65 unchanged; 50 reworded; 33 added; 54 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 10 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (33)
Current report
*Less than 10%
Current report
RNG Fuel Production, Sales, and Delivery
Current report
(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 $2.2 million and $— respectively, for the three months ended March 31, 2026 and 2025, from customers domiciled outside of the United States. All remaining lease revenue relates to operating leases.
Current report
(3)Includes revenues of $— and $3.6 million respectively, for the three months ended March 31, 2026 and 2025, from customers domiciled outside of the United States.
Current report
(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.
Current report
(5)Includes management fee revenues earned from management of operations of equity method entities
Current report
Revenue from Fuel Station Services decreased by $6.1 million or 12%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily related to a decrease of $1.6 million in RIN and LCFS minting services, $0.5 million due to lower RIN price partially offset by higher LCFS price, decrease of $5.2 million attributed to lower dispensing and $3.1 million driven by construction projects delays. Offset by sales type leases increase of $3.5 million is due to increase in lease revenues of $2.2 million due to the commencement of a sales-type outside the United States as well as increase in operating leases $1.3 million in United States and $1.0 million due to increase in GGEs in OPAL owned stations.
Current report
Revenue from Renewable Power was flat for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 as increase in revenues from higher generation was offset by lower environmental attributes.
Current report
Cost of sales from RNG Fuel increased by $0.7 million, or 6%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This increase is primarily related to a $1.3 million increase in gas expense, $1.0 million increase in maintenance and $0.3 million higher utilities. This was partially offset by $2.0 million in royalties due to lower environmental credit revenues.
Current report
Project development and startup costs
Current report
Depreciation, amortization, and accretion decreased by a total of $0.3 million, or 6%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily related to lower depreciation expense in Renewable Power.
Current report
Loss from equity method investments
Current report
Other (expense) income
Current report
Income tax benefit decreased by $2.3 million or 29% for three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily driven by lower generation of transferable tax credits in 2026 compared to 2025.
Current report
Net (loss) income attributable to redeemable non-controlling interest
Current report
Net income attributable to non-redeemable non-controlling interest remained flat for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Current report
Accretion of the redeemable preferred non-controlling interest to its redemption amount
Current report
Accretion of the redeemable preferred non-controlling interest to its redemption amount increased by $6.9 million or 264% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily driven by accretion to redemption value following the issuance of redeemable preferred non-controlling interests in March 2026.
Current report
During the three months ended March 31, 2026, the Company drew $128.4 million under its term loan facility pursuant to its existing credit agreement. A portion of the proceeds from the borrowing was used to repay $20.0 million outstanding under the revolving loan facility. As of March 31, 2026, the Company had utilized $10.7 million 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.
Current report
During the three months ended March 31, 2026, the Company commenced principal payments under its credit agreement. In addition, beginning in the first quarter of 2026, the Company is subject to a quarterly cash sweep pursuant to which, within two business days after the required delivery of quarterly financial statements, a percentage of distributable cash is required to be applied to repay outstanding borrowings, with the applicable percentage determined based on the Company’s consolidated debt to cash flow ratio. If the required financial statements are not delivered within the specified timeframe, 100% of distributable cash is required to be applied to the cash sweep.
Current report
On March 6, 2026, OPAL Fuels LLC (“Opal Fuels”), the Company’s primary operating consolidated subsidiary, entered into a subscription agreement (“Subscription Agreement”) with Preferred Fuels LLC, (“Preferred Fuels” or “Investor”), an entity under common control with the Company. Pursuant to the Subscription Agreement Preferred Fuels committed to purchase up to $180.0 million (the “Offering”) of Series A preferred units of Opal Fuels in multiple closings. At the initial closing on March 6, 2026, Preferred Fuels purchased 1,200,000 preferred units for aggregate proceeds of $120.0 million. OPAL Fuels may, in its sole discretion, require Preferred Fuels to fund up to an additional $60.0 million (or “Undrawn Commitment”) within one year of the initial closing (“or Availability Period”), subject to the terms of the Subscription Agreement. Additionally, pursuant to the Subscription Agreement, the Investor also has a right of first offer to purchase up to an additional 700,000 Units for an aggregate purchase price of up to $70.0 million in the Offering in the event that OPAL Fuels intends to sell any additional units prior to the two (2) year anniversary of the initial closing. Opal Fuels used the proceeds received from the issuance of the Series A preferred units on March 6, 2026 to redeem all of the previously issued and outstanding Series A preferred units with Nextera.
Current report
In connection with the initial closing on March 6, 2026, OPAL Fuels Inc. issued to Preferred Fuels warrants (“Warrants”) to purchase up to 2,160,000 shares of Class A common stock (the “Warrant Shares”) at an exercise price per share of $2.67, subject to customary anti-dilution adjustments. The Warrants expire on March 6, 2034. A holder of the Warrants shall not have the right to exercise the Warrants without prior approval by the Company’s Board of Directors to the extent that after giving effect to such exercise, such person would beneficially own in excess of 19.9% of the Company’s outstanding common stock immediately after giving effect to such exercise. Up to 720,000 shares of the Warrant Shares are forfeitable if Preferred Fuels fails to fund issuance of the remaining Series A preferred units during the Availability Period provided Opal Fuels requested such funding. As of March 31, 2026, no drawdown request has been made.
Current report
Additionally, up to 840,000 shares issuable on a pro rata basis upon future purchases by Preferred Fuels of up to an additional 700,000 Series A preferred units (up to $70.0 million) within two years of the initial closing pursuant to its right of first offer. No Subsequent Warrant Shares have been issued as of March 31, 2026.
Current report
The Company recorded Series A preferred units as redeemable noncontrolling interest in its condensed consolidated financial statements at the amount of proceeds received, less the fair value of the Warrants of $2.8 million and directly attributable issuance costs of $3.3 million. The Series A preferred units are subsequently remeasured to their redemption value as of each reporting date as if such reporting date were the redemption date, with changes in carrying amount recorded as adjustments to additional paid-in capital to the extent available, with any excess recorded to accumulated deficit. The Company concluded that the Warrants are not indexed to the Company’s equity. The Warrants are accounted for as liabilities in the Company’s condensed consolidated financial statements with changes in fair value recognized in other (expense) income, net.
Current report
Terms of Redeemable Preferred Units
Current report
The Series A-1 preferred units held by Hillman RNG Investments LLC (Hillman), Series A preferred units previously held by NextEra affiliated entity and the new Series A preferred units (collectively the “Preferred Units”) held by Preferred Fuels, have substantially the same terms and features (unless specified otherwise) which are listed below:
Current report
Voting: The Series A-1 preferred units do not have any voting rights. The Series A preferred units carry no voting rights except as required by Delaware law or as provided under certain protective covenants in the Subscription Agreement.
Current report
Dividends: The Series A-1 preferred units are entitled to receive dividends at a rate of 8% per annum. The Series A preferred units are entitled to preferred quarterly distributions at a rate of 12% per annum (“Preferred Coupon”), compounding quarterly. Dividends on each series begin accruing from the issuance date, are mandatory and cumulative. OPAL Fuels may elect to pay up to 2% per annum of the 12% Series A Preferred Coupon in kind through the issuance of additional Series A preferred units.
Current report
Liquidation preference: In the event of a liquidation of OPAL Fuels, each holder of Series A and Series A-1 units is entitled to receive, on a pro rata basis, the original issue price of $100 per unit plus any accrued and unpaid dividends, out of assets available for distribution after payment of debt, liabilities, and liquidation expenses.
Current report
Redemption and Conversion: OPAL Fuels may redeem each series of Preferred Units at any time at the original issue price of $100 per unit plus accrued and unpaid dividends. Under the Series A preferred units, the Company was required to respond within 90 days from the date of the holder’s redemption notice in accordance with the applicable terms.
Current report
Preferred Fuels may require redemption upon (i) a change of control, (ii) an uncured material debt default or breach of protective covenants continuing for 60 days, or (iii) at any time on or after the fifth anniversary of the initial closing (March 6, 2031). In the event OPAL Fuels fails to redeem the Series A preferred units when requested: (1) the Preferred Coupon rate increases by an additional 0.50% per quarter, subject to a maximum of 4.00% per annum above the then-applicable rate, with all accrued distributions compounding quarterly at the Preferred Coupon plus the penalty rate; and (2) any residual cash flow of OPAL Fuels and its subsidiaries after operating expenses and capital expenditures must be applied to redeem the Series A preferred units at the applicable Redemption Price until the failure is cured. The applicable Redemption Price is (i) a price equal to at least 1.15 times the original issue price (inclusive of all fees paid and accrued dividends) on or prior to the first anniversary of the initial closing, (ii) 102% of the original issue price (exclusive of fees) after the first but on or prior to the second anniversary, and (iii) the original issue price plus accrued and unpaid cash dividends thereafter. Preferred Fuels also has the right, but not the obligation, to appoint a single director to the Board of Directors of OPAL Fuels Inc. if the redemption failure is not cured within 90 days.
Current report
This was primarily attributable to unfavorable changes in working capital, higher net loss and lower noncash items.
Current report
This was primarily attributable to an increase in proceeds from long-term loans and an increase in from the issuance of preferred stock. These were partially offset by redemption of shares of preferred stock and an increase in repayment of loans.
Removed paragraphs (54)
Previous report
As of September 30, 2025, we owned and operated 26 projects, 11 of which are RNG projects and 15 of which are Renewable Power Projects. As of that date, our RNG projects in operation had a design capacity of 8.8 million MMBtus per year and our Renewable Power Projects in operation had a nameplate capacity of 105.8 MW per hour. In addition to these projects in operation, we are actively pursuing expansion of our RNG-generating capacity and, accordingly, have a portfolio of RNG projects in construction or in development, with six of our current Renewable Power Projects being considered candidates for conversion to RNG projects in the foreseeable future.
Previous report
Recent Developments
Previous report
On October 6, 2025, the Company's Atlantic RNG facility commenced commercial operations. This project represents approximately 0.3 million MMBtu for Opal's 50% ownership share of annual design capacity.
Previous report
In October 2025, the Company began construction of the CMS Concord RNG facility in North Carolina. This project represents approximately 0.7 million MMBtu for Opal's 70% ownership share of annual design capacity.
Previous report
(1) Reflects the Company’s ownership share of design capacity for projects that are not 100% owned by the Company (i.e., net of joint venture partners’ ownership). Design capacity is measured as the volume of feedstock biogas that the plant is capable of accepting at the inlet and processing and may not reflect actual production of RNG from the projects, which will depend on many variables including, but not limited to, (i) quantity and quality of the biogas, (ii) operational up-time of the facility and (iii) actual efficiency of the facility.
Previous report
(2)We record our ownership interests in these projects as equity method investments in our condensed consolidated financial statements.
Previous report
(3)This project has provisions that will adjust or “flip” the percentage of distributions to be made to us over time, typically triggered by achievement of hurdle rates that are calculated as internal rates of return on capital invested in the project.
Previous report
(4)Expected Commercial Operation Date (“COD”) for commencement of the RNG projects in construction is based on the Company’s estimate as of the date of this report. CODs are estimates and are subject to change as a result of, among other factors out of the Company’s control: (i) regulatory/permitting approval timing, (ii) disruption in supply chains and (iii) construction timing.
Previous report
(5)Please see Part II, Item 1: Legal Proceedings and Note 12 - Commitments and Contingencies to the condensed consolidated financial statements.
Previous report
(6) The construction of the Cottonwood, Burlington, and Kirby Canyon projects began in the second, third, and fourth quarters of 2024, respectively.
Previous report
(7) COD date is October 2025.
Previous report
Renewable Power Projects
Previous report
(2)We have determined that some of our Renewable Power projects are currently RNG conversion candidates. The Company identifies suitable RNG conversion candidates based on highest return of capital which is driven by certain factors including, but not limited to (i) the quantity and quality of LFG, (ii) the proximity to pipeline interconnect and (iii) the ability to enter into contracts, including site leases and gas rights agreements, with host sites. The Company may change its decision to convert a Renewable Power Project into an RNG project in the future. The Company believes disclosing Renewable Power conversion candidates provides visibility into the effect of those conversions on the existing Renewable Power portfolio.
Previous report
(3) Although the RNG conversion is completed, it is currently contemplated that the Arbor Hills Renewable Power plant will continue limited operations on a stand-by, emergency basis through March of 2031.
Previous report
(4) Construction of the Fall River project has been delayed due to permitting issues.
Previous report
(1)Revenues from Environmental Attributes in the RNG Fuel segment relate to revenues earned from sales of RINs and LCFSs.
Previous report
(3)Revenues from Environmental Attributes in the Renewable Power segment include revenues earned from sales of ISCC Carbon Credits and RECs.
Previous report
Revenue from RNG Fuel increased by $12.6 million, or 20%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This increase was primarily related to a $6.5 million increase in brown gas sales due to increase in price and volume and a $5.9 million increase in the sale of environmental attributes. The increase in environmental attributes was primarily related to a $4.3 million increase in green gas sales, a $14.2 million increase from the new facilities (Prince William and Polk), a $4.1 million increase in RIN volume, and a $17.0 million decrease due to RIN price reduction.
Previous report
Revenue from Fuel Station Services increased by $6.3 million or 14%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to an increase in GGE volume from OPAL-owned and third-party stations and project construction timing.
Previous report
Revenue from Fuel Station Services increased by $27.6 million, or 23%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This is primarily related to a $8.3 million increase in revenues from RIN and LCFS minting services from the new facilities (Prince William and Polk), a $20.7 million increase in RIN volume, a $5.7 million increase in GGE volume, a $2.7 million increase due to services driven by higher GGE volume and rate, a $1.5 million increase due to project construction timing, a $0.7 million increase in brown gas sales, and a $12.5 million decrease due to RIN price reduction.
Previous report
Revenue from Renewable Power decreased by $4.1 million, or 32%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to a $4.0 million decrease from the termination of an ISCC Carbon Credit contract in the fourth quarter of 2024, related to the Pioneer, Old Dominion, and West Covina facilities.
Previous report
Revenue from Renewable Power decreased by $11.0 million, or 31%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. This is primarily related to an $11.4 million decrease from the termination of an ISCC Carbon Credit contract in the fourth quarter of 2024, related to the Pioneer, Old Dominion, and West Covina facilities.
Previous report
Cost of sales from RNG Fuel increased by $1.8 million, or 18%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This increase is primarily related to a $2.2 million increase from Polk, which commenced operations in the fourth quarter of 2024, and an $0.5 million decrease from Prince William due to decrease in production volumes.
Previous report
Cost of sales from RNG Fuel increased by $8.7 million, or 33%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This increase is primarily related to $5.6 million increase from Polk, which commenced operations in the fourth quarter of 2024, $4.3 million increase from Prince William, which commenced operations in the second quarter of 2024, $1.6 million decrease from GreenTree.
Previous report
Cost of sales from Fuel Station Services increased by $6.6 million, or 20%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to a $2.5 million increase in dispensing fees, a $1.7 million increase in FPA tolling expense, a $2.2 million increase in construction costs, and an $0.4 million increase in services and other costs.
Previous report
Cost of sales from Renewable Power decreased by $6.4 million, or 24% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This is primarily related to a $3.1 million decrease in royalties related to corresponding decrease in ISCC Carbon Credit revenues, and a $3.3 decrease primarily driven by the timing of major maintenance and other expenses.
Previous report
Project development and start up costs
Previous report
Project development and startup costs increased by $1.6 million, or 15%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This is primarily related to virtual pipeline costs related to Prince William and Polk facilities.
Previous report
Selling, general, and administrative expenses increased by a total of $8.3 million, or 21%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This is primarily related to an increase in professional fees, compensation costs, stock compensation, and general corporate expenses.
Previous report
Depreciation, amortization, and accretion increased by a total of $0.9 million, or 19%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to depreciation expense on Polk, which became operational in the fourth quarter of 2024.
Previous report
Depreciation, amortization, and accretion increased by a total of $4.1 million, or 32%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This is primarily related to depreciation expense on Prince William and Polk, which became operational in the second and fourth quarter of 2024, respectively, as well as additional depreciation expense on fuel station services.
Previous report
Income from equity method investments
Previous report
Net income attributable to equity method investments decreased by $10.0 million, or 84% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This is primarily related to a decrease in the realized price of RINs sold on operating facilities.
Previous report
Interest and financing expenses, net increased by $5.4 million, or 38%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This is primarily related to an increase in the drawn balance of the OPAL Term Loan.
Previous report
Change in fair value of derivative instruments, net
Previous report
Change in fair value of derivatives decreased by $0.3 million or 100% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, due to no gain associated with the mark-to-market adjustments to the earnout liabilities in the current period.
Previous report
Change in fair value of derivatives decreased by $1.2 million or 81% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 due to a lower gain associated with the mark-to-market adjustments to the earnout liabilities in the current period.
Previous report
Other income
Previous report
Other income increased by $0.4 million, or 25%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily related to an increase in gain on note receivable.
Previous report
Income tax benefit increased by $5.7 million or 64% for three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to receipt of net proceeds from sale of Investment Tax Credits ("ITCs") for Polk.
Showing the first 40 of 54 passages. Open the source sections for the rest.
Reworded paragraphs (50)
Previous wording
In this Management's Discussion and Analysis of Financial Condition and Results of Operations section, references to "OPAL," "we," "us," "our," and the "Company" refer to OPAL Fuels Inc. and its consolidated subsidiaries. The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024, and the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 17, 2025. In addition to historical information, this discussion and analysis includes certain forward-looking statements which reflect our current expectations. The Company's actual results may materially differ from these forward-looking statements.
Current wording
In this Management's Discussion and Analysis of Financial Condition and Results of Operations section, references to "OPAL," "we," "us," "our," and the "Company" refer to OPAL Fuels Inc. and its consolidated subsidiaries. The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025, and the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 16, 2026. In addition to historical information, this discussion and analysis includes certain forward-looking statements which reflect our current expectations. The Company's actual results may materially differ from these forward-looking statements.
Previous wording
The Company is a vertically integrated leader in the capture and conversion of biogas into low carbon intensity Renewable Power and RNG. OPAL Fuels is also a leader in the marketing and distribution of RNG to heavy duty trucking and other hard to de-carbonize industrial sectors. RNG is chemically identical to the natural gas used for cooking, heating homes and fueling natural gas engines, with one significant difference: RNG is produced by recycling methane emissions created by decaying organic waste as opposed to natural gas which is a fossil fuel pumped from the ground. We have participated in the biogas-to-energy industry for over 20 years.
Current wording
Opal Fuels Inc. (the "Company", "Opal", "we", "our" and "us") is a vertically integrated leader in the capture and conversion of biogas into low carbon intensity Renewable Power and RNG. We are also a leader in the marketing and distribution of RNG to heavy duty trucking and other hard to de-carbonize industrial sectors. RNG is chemically identical to the natural gas used for cooking, heating homes and fueling natural gas engines, with one significant difference: RNG is produced by recycling methane emissions created by decaying organic waste as opposed to natural gas which is a fossil fuel pumped from the ground. We have participated in the biogas-to-energy industry for over 20 years.
Previous wording
Biogas is generated by microbes as they break down organic matter in the absence of oxygen, and is comprised of non-fossil waste gas, with high concentrations of methane, which is the primary component of RNG and the source for combustion utilized by Renewable Power plants to generate electricity. Biogas can not only be collected and processed to remove impurities for use as RNG (a form of high-Btu fuel) and injected into existing natural gas pipelines as it is fully interchangeable with fossil natural gas, but partially treated biogas can be used directly in heating applications (as a form of medium-Btu fuel) or in the production of Renewable Power. Our principal sources of biogas are (i) landfill gas, which is produced by the decomposition of organic waste at landfills, and (ii) dairy manure, which is processed through anaerobic digesters to produce the biogas.
Current wording
Biogas is generated by microbes as they break down organic matter in the absence of oxygen, and comprised of non-fossil waste gas, with high concentrations of methane, which is the primary component of RNG and the source for combustion utilized by Renewable Power plants to generate electricity. Biogas can not only be collected and processed to remove impurities for use as RNG (a form of high-Btu fuel) and injected into existing natural gas pipelines as it is fully interchangeable with fossil natural gas, but partially treated biogas can be used directly in heating applications (as a form of medium-Btu fuel) or in the production of Renewable Power. Our principal sources of biogas are (i) LFG, which is produced by the decomposition of organic waste at landfills, and (ii) dairy manure, which is processed through anaerobic digesters to produce the biogas.
Previous wording
The principal factors affecting our results of operations and financial condition are the markets for RNG, Renewable Power, and associated Environmental Attributes, access to suitable biogas production resources, the regulatory environment of our industry, and the seasonality of demand and pricing for our products. Additional factors and trends affecting our business are discussed in "Risk Factors" elsewhere in this report.
Current wording
The principal factors affecting our results of operations and financial condition are the markets for RNG, Renewable Power, and associated Environmental Attributes, access to suitable biogas production resources, the regulatory environment of our industry, and the seasonality of demand and pricing for our products. Additional factors and trends affecting our business are discussed in "Risk Factors" within our Annual Report on Form 10-K for the year ended December 31, 2025.
Previous wording
Demand for our converted biogas and associated Environmental Attributes, including RINs and LCFS credits, is heavily influenced by United States federal and state energy regulations together with commercial interest in renewable energy products. Markets for RINs and LCFS credits arise from regulatory mandates that require refiners and blenders to incorporate renewable content into transportation fuels. The EPA sets proposed RVOs for D3 RINs in accordance with the mandates established by the Energy Independence and Security Act of 2007. In June 2023, the EPA set RVOs for 2023 through 2025 via a new Set rule. This 3 year RVO is expiring at the end of this year. In June 2025, the EPA announced a proposed "Set 2 Rule" to establish RVOs for 2026 and 2027, with rule finalization expected in late 2025 or early 2026. Until the rules and RVOs are finalized, there may be uncertainty as to RIN pricing for the associated period. On the state level, the economics of RNG are enhanced by low-carbon fuel initiatives, particularly well-established programs in California, Washington and Oregon (with several other states also actively considering LCFS initiatives similar to those in California, Washington and Oregon). Federal and state regulatory developments could result in significant future changes to market demand for the RINs and LCFS credits we produce. This would have a corresponding impact to our revenue, net income, and cash flow.
Current wording
Demand for our converted biogas and associated Environmental Attributes, including RINs and LCFS credits, is heavily influenced by United States federal and state energy regulations together with commercial interest in renewable energy products. Markets for RINs and LCFS credits arise from regulatory mandates that require refiners and blenders to incorporate renewable content into transportation fuels. The EPA annually sets proposed renewable volume obligations ("RVOs") for D3 RINs in accordance with the mandates established by the Energy Independence and Security Act of 2007. In June 2023, the EPA set RVOs for 2023 through 2025 via a new Set rule. This three year RVO is expected to reduce volatility in RIN pricing for the associated period. On the state level, the economics of RNG are enhanced by low-carbon fuel initiatives, particularly well-established programs in California, Washington and Oregon (with several other states also actively considering LCFS initiatives similar to those in California, Washington and Oregon). Federal and state regulatory developments could result in significant future changes to market demand for the RINs and LCFS credits we produce. This would have a corresponding impact to our revenue, net income, and cash flow.
Previous wording
We also generate revenues from sales of Renewable Power generated by our biogas-to-Renewable Power projects, and associated RECs. RECs exist because of legal and governmental regulatory requirements in Europe and the United States, respectively, and a change in law or in governmental policies concerning Renewable Power, LFG, or RECs could affect the market for, and the pricing of, such power and credits.
Current wording
We also generate revenues from sales of Renewable Power generated by our biogas-to-Renewable Power projects, and associated RECs. RECs exist because of legal and governmental regulatory requirements in Europe and the United States, and a change in law or in governmental policies concerning Renewable Power, LFG, or RECs could affect the market for, and the pricing of, such power and credits.
Previous wording
We operate in an industry that is subject to and currently benefits from environmental regulations. Government policies can increase demand for our products by providing incentives to purchase RNG and Environmental Attributes. These government policies are modified and in flux constantly and any adverse changes to these policies could have a material effect on the demand for our products. For more information, see the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2024, including the risk factor titled"The financial performance of our business depends upon tax and other government incentives for the generation of RNG and Renewable Power, any of which could change at any time and such changes may negatively impact our growth strategy." Government regulations have become increasingly stringent and complying with changes in regulations may result in significant additional operating expenses.
Current wording
We operate in an industry that is subject to and currently benefits from environmental regulations. Government policies can increase demand for our products by providing incentives to purchase RNG and Environmental Attributes. These government policies are modified and in flux constantly and any adverse changes to these policies could have a material effect on the demand for our products. For more information, see our risk factor titled "The financial performance of our business depends upon tax and other government incentives for the generation of RNG and Renewable Power, any of which could change at any time and such changes may negatively impact our growth strategy."within our Annual Report on Form 10-K for the year ended December 31, 2025. Government regulations have become increasingly stringent and complying with changes in regulations may result in significant additional operating expenses.
Previous wording
We generate revenues from the sale of RNG fuel, Renewable Power, and associated Environmental Attributes, as well as from the construction, fuel supply, and servicing of Fueling Stations for commercial transportation vehicles using natural gas to power their fleets. These revenue sources are presented in our condensed consolidated statements of operations under the following captions:
Current wording
We generate revenues from the sale of RNG Fuel, Renewable Power, and associated Environmental Attributes, as well as from the construction, fuel supply, and servicing of Fueling Stations for commercial transportation vehicles using natural gas to power their fleets. These revenue sources are presented in our consolidated statements of operations under the following captions:
Previous wording
•Fuel Station Services. Through our Fuel Station Services segment, we provide construction and maintenance services to third-party owners of vehicle Fueling Stations and perform fuel dispensing activities including generation and minting of environmental credits. This segment includes:
Current wording
•Fuel Station Services. Through the Fuel Station Services segment, we provide construction and maintenance services to third-party owners of vehicle Fueling Stations and perform fuel dispensing activities including generation and minting of environmental credits. This segment includes:
Previous wording
◦Design/Build contracts where we serve as general contractor for construction of Fueling Stations, typically structured as Guarantee Maximum Price or fixed priced contracts for customers, generally lasting less than one year;
Current wording
◦Design/Build contracts where the Company serves as general contractor for construction of Fueling Stations, typically structured as Guarantee Maximum Price or fixed priced contracts for customers, generally lasting less than one year;
Previous wording
•Renewable Power. The Renewable Power segment generates renewable power and associated Environmental Attributes such as RECs through combustion of biogas from landfills which is then sold to public utilities throughout the United States.
Current wording
•Renewable Power Portfolio. The Renewable Power segment generates Renewable Power and associated Environmental Attributes through combustion of biogas from landfills which is then sold to public utilities throughout the United States. Please see Note 7. Reportable Segments and Geographic Information to our condensed consolidated financial statements for additional information.
Previous wording
•Renewable Power. Includes royalty payments; land usage costs; service provider costs; salaries and other indirect expenses related to the production process; utilities; and depreciation of production facilities.
Current wording
•Renewable Power. Includes land usage costs; service provider costs; salaries and other indirect expenses related to the production process; utilities; and depreciation of production facilities.
Previous wording
Project development and start up costs includes certain development costs such as legal fees, consulting fees for joint venture structuring, royalties to the landfill owner, fines, settlements, site lease expenses and certification costs on our RNG projects under construction. Additionally, the Company also incurs certain expenses on new RNG projects during the first two years that such projects are operational, such as virtual pipeline costs (incurred until a physical interconnect pipeline is built) and ramp up costs incurred during the certification period.
Current wording
Project development and startup costs includes certain development costs such as legal fees, consulting fees for joint venture structuring, royalties to the landfill owner, fines, settlements, site lease expenses and certification costs on our RNG projects under construction. Additionally, we also incur certain expenses on new RNG projects during the first two years that such projects are operational, such as virtual pipeline costs (incurred until a physical interconnect pipeline is built) and ramp up costs incurred during the certification period.
Previous wording
Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024
Current wording
Results of Operations for the three months ended March 31, 2026 and 2025:
Previous wording
The following table summarizes the operational data achieved for the three and nine months ended September 30, 2025 and 2024:
Current wording
The following table summarizes the operational data achieved for the three months ended March 31, 2026 and 2025:
Previous wording
(1) Design Capacity for RNG facilities is measured as the volume of feedstock biogas that the facility is capable of accepting at the inlet and processing during the associated period. Design Capacity is presented as OPAL’s ownership share (i.e., net of joint venture partners’ ownership) of the facility and is calculated based on the number of days in the period. New facilities that come online during a quarter are pro-rated for the number of days in commercial operation.
Current wording
(1)Design Capacity for RNG facilities is measured as the volume of feedstock biogas that the facility is capable of accepting at the inlet and processing during the associated period. Design Capacity is presented as our ownership share (i.e., net of joint venture partners’ ownership) of the facility and is calculated based on the number of days in the period. New facilities that come online during a quarter are pro-rated for the number of days in commercial operation.
Previous wording
(2)Inlet Design Capacity Utilization is measured as the Volume of Inlet Gas for a period, divided by the total Design Capacity for such period. The Volume of Inlet Gas varies over time depending on, among other factors, (i) the quantity and quality of waste deposited at the landfill, (ii) waste management practices by the landfill, and (iii) the construction, operations and maintenance of the landfill gas collection system used to recover the landfill gas. The Design Capacity for each facility will typically be correlated to the amount of landfill gas expected to be generated by the landfill during the term of the related gas rights agreement. The Company expects Inlet Design Capacity Utilization to be in the range of 75-85% on an aggregate basis over the next several years. Typically, newer facilities perform at the lower end of this range and demonstrate increasing utilization as they mature and the biogas resource increases at open landfills. Excludes Sunoma and Biotown.
Current wording
(2)Inlet Design Capacity Utilization is measured as the Volume of Inlet Gas for a period, divided by the total Design Capacity for such period. The Volume of Inlet Gas varies over time depending on, among other factors, (i) the quantity and quality of waste deposited at the landfill, (ii) waste management practices by the landfill, and (iii) the construction, operations and maintenance of the LFG collection system used to recover the LFG. The Design Capacity for each facility will typically be correlated to the amount of LFG expected to be generated by the landfill during the term of the related gas rights agreement. We expect Inlet Design Capacity Utilization to be in the range of 75-85% on an aggregate basis over the next several years. Typically, newer facilities perform at the lower end of this range and demonstrate increasing utilization as they mature and the biogas resource increases at open landfills. Excludes Sunoma and Biotown.
Previous wording
(4)Utilization of Inlet Gas is measured as RNG Fuel Volume Produced divided by the Volume of Inlet Gas. Utilization of Inlet Gas varies over time depending on availability and efficiency of the facility and the quality of landfill gas (i.e., concentrations of methane, oxygen, nitrogen, and other gases). The Company generally expects Utilization of Inlet Gas to be in the range of 80% to 90%. Excludes Sunoma and Biotown.
Current wording
(4) Utilization of Inlet Gas is measured as RNG Fuel Volume Produced divided by the Volume of Inlet Gas. Utilization of Inlet Gas varies over time depending on availability and efficiency of the facility and the quality of LFG (i.e., concentrations of methane, oxygen, nitrogen, and other gases). We generally expect Utilization of Inlet Gas to be in the range of 80% to 90%. Excludes Sunoma and Biotown.
Previous wording
(1) Nameplate Capacity for Renewable Power facilities is the manufacturer’s expected capacity at ISO conditions for each facility and may not reflect actual production from the projects, which depends on many variables including, but not limited to, (i) quantity and quality of the biogas, (ii) operational up-time of the facility, including dispatch and maintenance downtime and (iii) actual efficiency of the facility.
Current wording
(1)Nameplate Capacity for Renewable Power facilities is the manufacturer’s expected capacity at ISO conditions for each facility and may not reflect actual production from the projects, which depends on many variables including, but not limited to, (i) quantity and quality of the biogas, (ii) operational up-time of the facility, including dispatch and maintenance downtime and (iii) actual efficiency of the facility.
Previous wording
(2) Nameplate Capacity Utilization for Renewable Power facilities is measured as Renewable Power Produced divided by Design Capacity for the period. Given (i) built-in un-utilized capacity from historical designs, (ii) availability (a function of higher maintenance requirements compared to RNG facilities) and (iii) commencement of operations of the Emerald RNG facility, which will result in low levels of dispatch for the Arbor Hills facility (which will operate on a standby basis but remain in the operating portfolio), the Company’s Design Capacity Utilization is expected to remain below 50%.
Current wording
(2)Nameplate Capacity Utilization for Renewable Power facilities is measured as Renewable Power Produced divided by Design Capacity for the period. Given (i) built-in un-utilized capacity from historical designs, (ii) availability (a function of higher maintenance requirements compared to RNG facilities) and (iii) commencement of operations of the Emerald RNG facility, which will result in low levels of dispatch for the Arbor Hills facility (which will operate on a standby basis but remain in the operating portfolio), our Design Capacity Utilization is expected to remain below 50%.
Previous wording
Comparison of the Three and Nine Months Ended September 30, 2025 and 2024
Current wording
Comparison of the three months ended March 31, 2026 and 2025
Previous wording
The following table presents the period-over-period change for each line item in the Company's statement of operations for the three and nine months ended September 30, 2025 and 2024.
Current wording
The following table presents the period-over-period change for each line item in our condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025.
Previous wording
(2) Revenues from RNG marketing in the Fuel Station Services segment relate to revenues earned from sales of RINs and LCFSs, as well as revenue from Environmental Attribute generation and monetization services.
Current wording
(1)Revenues from RNG marketing in the Fuel Station Services segment relate to revenues earned from Environmental Attribute generation and monetization services.
Previous wording
Revenue from RNG Fuel decreased by $2.9 million or 11% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This decrease was primarily related to a $2.3 million increase in brown gas sales due to an increase in price and natural gas swap gain and a $5.3 million decrease in the sale of environmental attributes. The decrease in environmental attributes was primarily related to a $4.3 million increase in green gas sales, a $4.3 million increase from new facilities (Prince William and Polk), a $6.2 million decrease in RIN volume, and a $7.7 million decrease due to RIN price reduction.
Current wording
Revenue from RNG Fuel decreased by $6.0 million or 22% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This decrease was primarily a decrease in the sale of environmental attributes. The decrease in environmental attributes was primarily related to a $4.8 million decrease in RIN volume, and a $2.9 million decrease due to RIN price reduction. Partially offset by $1.4 million increase in brown gas sale due to increase in prices.
Previous wording
Cost of sales from Fuel Station Services increased by $23.8 million, or 25%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This is primarily related to a $14.0 million increase in dispensing fees, a $7.2 million increase in FPA tolling expense, and a $2.9 million increase in construction costs.
Current wording
Cost of sales from Fuel Station Services decreased by $4.3 million, or 11%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily related to a $5.8 million decrease in dispensing fees driven by lower RIN pricing, offset by a $1.5 million increase in FPA tolling expense driven by higher volumes.
Previous wording
Cost of sales from Renewable Power decreased by $1.9 million, or 24%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to an $0.9 million decrease in royalties related to the corresponding decrease in ISCC Carbon Credit revenues and a $1.0 million decrease primarily driven by the timing of major maintenance and other expenses.
Current wording
Cost of sales from Renewable Power decreased by $1.1 million, or 17%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily related to an $0.7 million decrease in major maintenance and a $0.4 million decrease primarily driven by the timing of non-labor and other expenses.
Previous wording
Project development and startup costs decreased by $4.3 million, or 63%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to virtual pipeline costs related to Prince William and Polk facilities.
Current wording
Project development and startup costs decreased by $4.3 million, or 70%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily related to virtual pipeline costs related to Prince William and Polk facilities.
Previous wording
Selling, general, and administrative expenses increased by a total of $1.7 million, or 13%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to increases in professional fees, compensation costs, and advocacy expenses offset by stock compensation.
Current wording
Selling, general, and administrative expenses decreased by a total of $0.8 million, or 5%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily related to decreases in compensation costs, and advocacy expenses offset by IT and marketing.
Previous wording
Net income attributable to equity method investments decreased by $3.2 million, or 83%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to a decrease in the realized price of RINs sold on operating facilities.
Current wording
Net loss attributable to equity method investments increased by $1.0 million, or 143%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily related to a decrease in the realized price of RINs sold on operating facilities and lower production primarily at Pine Bend and Emerald.
Previous wording
Interest and financing expenses, net increased by $1.9 million, or 37%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to an increase in the drawn balance of the OPAL Term Loan.
Current wording
Interest and financing expenses, net decreased by $0.2 million, or 3%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily related to an increase in interest income from sales-type lease, decrease in interest rates, partially offset by an increase in the average outstanding loan balance.
Previous wording
Other income decreased by $0.5 million or 80% the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily related to a decrease in other income from environmental attributes and insurance gain.
Current wording
Other income decreased by $1.8 million or 146% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily related to change in fair value of warrants.
Previous wording
Net income attributable to redeemable non-controlling interests decreased by $4.8 million, or 40%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The net income for the three months ended September 30, 2025 and 2024 reflects the portion of earnings belonging to OPAL Fuels equity holders. The decrease is primarily attributable to lower net income in the current period compared to the same prior-year period.
Current wording
Net (loss) income attributable to redeemable non-controlling interest increased by $11.4 million, or 970%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The net loss for the three months ended March 31, 2026 and 2025 reflects the portion of earnings belonging to OPAL Fuels equity holders. The increase is primarily attributable to higher net loss in the current period compared to the same prior-year period.
Previous wording
Net income attributable to redeemable non-controlling interests
Current wording
Net income attributable to non-redeemable non-controlling interest
Previous wording
As of September 30, 2025, our liquidity was $183.8 million, consisting of $138.4 million of unused capacity under our $450.0 million senior secured credit facility, $15.5 million of unused capacity under the associated revolver, and $29.9 million of cash and cash equivalents.
Current wording
As of March 31, 2026, our liquidity was $232.5 million, consisting of $39.3 million of unused capacity under the revolver, $60.0 million of undrawn preferred stock facility commitmentsand $133.2 million of cash and cash equivalents. Refer to Note 3. Loans.
Previous wording
We expect that our available cash together with our other assets, expected cash flows from operations, and access to expected sources of capital will be sufficient to meet our existing commitments for a period of at least twelve months from the date of this report. Any reduction in demand for our products or our ability to manage our production facilities may result in lower cash flows from operations which may impact our ability to make investments and may require changes to our growth plan.
Current wording
We expect that our available cash together with our other assets, expected cash flows from operations, and access to expected sources of capital will be sufficient to meet our existing commitments for a period of at least twelve months from the date of this quarterly report. Any reduction in demand for our products or our ability to manage our production facilities may result in lower cash flows from operations which may impact our ability to make investments and may require changes to our growth plan.
Previous wording
We intend to make payments under our various debt instruments when due and pursue opportunities for earlier repayment and/or refinancing if and when these opportunities arise.
Current wording
We intend to make payments under our various debt instruments when due and pursue opportunities for earlier repayment and/or refinancing if and when these opportunities arise. In the fourth quarter of 2025, NextEra exercised its redemption option to redeem the preferred units. The Units were redeemed in the first quarter of 2026. Refer to Note 8. Redeemable Non-controlling Interest, Redeemable Preferred Non-controlling Interest and Stockholders' Equityfor additional details.
Previous wording
As of September 30, 2025 and December 31, 2024, the outstanding loan balance (current and non-current) excluding deferred financing costs was $331.6 million and $286.6 million, respectively.
Current wording
As of March 31, 2026 and December 31, 2025, the outstanding loan balance (current and non-current) excluding deferred financing costs was $437.5 million and $341.6 million, respectively.
Previous wording
The Company has the ability, during the delayed draw availability period and subject to the satisfaction of certain credit and project-related conditions precedent, to join other newly acquired subsidiaries with comparable renewable projects in development under the credit facility for comparable funding. As of September 30, 2025, the Company is in compliance with the financial covenants under the OPAL Term Loan.
Current wording
We have the ability, during the delayed draw availability period, which expired in March 2026, and subject to the satisfaction of certain credit and project-related conditions precedent, to join other newly acquired subsidiaries with comparable renewable projects in development under the credit facility for comparable funding. As of March 31, 2026, we are in compliance with the financial covenants under the OPAL Term Loan.
Previous wording
On August 27, 2020, Sunoma, an indirect wholly-owned subsidiary of the Company entered into a debt agreement (the "Sunoma Loan Agreement") with Live Oak Banking Company for an aggregate principal amount of $20 million. Sunoma paid $0.6 million in financing fees. The amounts outstanding under the Sunoma Loan are secured by the assets of Sunoma. On July 19, 2022, Sunoma completed the conversion of the construction loan into a permanent loan and increased the commitment from $20.0 to $23.0 million. The maturity date is July 19, 2033. The outstanding loans under the Sunoma Loan Agreement bear interest at an annual fixed rates of 7.8%, and 8.2% per annum during the term.
Current wording
On August 27, 2020, Sunoma, an indirect wholly-owned subsidiary of ours entered into a debt agreement (the "Sunoma Loan Agreement") with Live Oak Banking Company for an aggregate principal amount of $20 million. Sunoma paid $0.6 million in financing fees. The amounts outstanding under the Sunoma Loan are secured by the assets of Sunoma. On July 19, 2022, Sunoma completed the conversion of the construction loan into a permanent loan and increased the commitment from $20.0 to $23.0 million. The maturity date is July 19, 2033. The outstanding loans under the Sunoma Loan Agreement bear interest at an annual fixed rates of 7.8% and 8.2% per annum during the term.
Previous wording
As of September 30, 2025 and December 31, 2024, the outstanding loan balance (current and non-current) excluding deferred financing costs was $19.5 million and $20.8 million, respectively.
Current wording
As of March 31, 2026 and December 31, 2025, the outstanding loan balance (current and non-current) excluding deferred financing costs was $18.5 million and $19.1 million, respectively.
Showing the first 40 of 50 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Renewable Power Capacity and Utilization Summary
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Below is a table setting forth the Renewable Power projects in operation in our portfolio:
Previous report — wording carried elsewhere
(1) Nameplate capacity is the manufacturer’s expected capacity at ISO conditions for each facility and may not reflect actual production from the projects, which depends on many variables including, but not limited to, (i) quantity and quality of the biogas, (ii) operational up-time of the facility and (iii) actual productivity of the facility.
Previous report — wording carried elsewhere
Net income attributable to non-redeemable non-controlling interests