OPAL Fuels Inc.
For the period ended Jun 30, 2026. Filed Aug 10, 2026.
View on SEC.govAbout this filing
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.
Jun 30, 2026 · Filed Aug 10, 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 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 RISKCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001628280-26-054995
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 149 previous paragraphs and 177 current paragraphs.
101 unchanged; 40 reworded; 32 added; 8 removed; 0 previous and 4 current paragraphs rearranged.
Tables are not compared: 9 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 (32)
Current 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.
Current report
(2) We record our ownership interests in these projects as equity method investments in our consolidated financial statements.
Current 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.
Current report
(4) Please see Part II, Item 1: Legal Proceedings and Note 12. Commitments and Contingencies.
Current report
(5) The construction of the Cottonwood, Burlington and Kirby Canyon projects began in the second, third and fourth quarters of 2024, respectively.
Current report
(6) 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.
Current report
Revenue from RNG Fuel decreased by $1.3 million or 5% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This decrease was primarily due to a reduction in unrealized mark-to-market gains associated with brown gas marketing and trading activities of $1.8 million, offset by increase in environmental attributes of $0.5 million.
Current report
Revenue from Fuel Station Services increased by $6.0 million or 13%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily attributable to an $6.5 million increase in LCFS credit sales, a $1.6 million increase resulting from higher RIN volumes, a $0.1 million increase due to higher RIN prices, a $0.9 million increase in lease revenue, $0.4 million increase from higher tolling GGEs and a $0.6 million increase in third-party service revenue due to higher service rates. These increases were partially offset by a $2.9 million decrease attributable to delays in construction projects and a $1.2 million decrease resulting from eliminations.
Current report
Revenue from Fuel Station Services decreased by $0.1 million, or —%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This change was primarily attributable to a $5.9 million decrease in construction revenue due to project timing, a $0.5 million decrease resulting from lower RIN volumes, and a $0.4 million decrease due to lower RIN prices. These decreases were partially offset by a $4.4 million increase in lease revenue, a $1.7 million increase in RIN and LCFS minting revenue, a $0.3 million increase in service revenue driven by higher GGE volumes and service rates, and a $0.2 million increase attributable to higher GGE volumes at OPAL-owned stations.
Current report
Revenue from Renewable Power decreased by $1.8 million, or 22%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by a $1.7 million decline in environmental attribute revenue, primarily at the West Covina facility.
Current report
Revenue from Renewable Power decreased by $1.7 million, or 11%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily attributable to a $1.7 million decline in environmental attribute revenue, primarily at the West Covina facility.
Current report
Cost of sales from RNG Fuel increased by $0.9 million, or 8%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily attributable to higher royalty expense of $0.5 million, primarily resulting from a first-quarter catch-up adjustment, higher non-labor and major maintenance costs of $0.5 million, and higher gas expense of $0.2 million. These increases were partially offset by a $0.4 million decrease in utility and labor costs.
Current report
Cost of sales from RNG Fuel increased by $1.5 million, or 7%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily attributable to a $2.6 million increase in transportation and gas expense, a $0.3 million increase in utilities expense, and a $0.2 million increase in labor costs, partially offset by a $1.6 million decrease in royalty expense.
Current report
Cost of sales from Fuel Station Services increased by 1.6 million, or 4%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily attributable to a $5.1 million increase in dispensing fees and a $0.8 million increase in service-related labor and compensation costs, partially offset by a $3.1 million decrease in construction equipment, parts, and oil expense due to delays in project activity and a $1.1 million decrease in FPA tolling expense, reflecting a large FPA cost recognized in the prior-year period.
Current report
Cost of sales from Fuel Station Services decreased by $2.7 million, or 3%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily attributable to a $3.3 million decrease in construction costs resulting from project delays, and by a $0.5 million decrease in dispensing fees this is partially offset by a $1.1 million increase in service-related labor and compensation costs.
Current report
Cost of sales from Renewable Power decreased by $1.7 million, or 13% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily attributable to lower major maintenance expense of $1.5 million, primarily at two facilities, as well as a $0.2 million decrease in labor costs.
Current report
Project development and startup costs decreased by $0.2 million, or 5%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily attributable to lower virtual pipeline costs, partially offset by higher project development and startup activities.
Current report
Selling, general, and administrative expenses decreased by a total of $3.2 million, or 18%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily attributable to lower compensation costs of $1.8 million, information technology expenses of $0.5 million, directors' and officers' ("D&O") insurance expense of $0.5 million, and advocacy costs of $0.2 million.
Current report
Selling, general, and administrative expenses decreased by a total of $4.0 million, or 12%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily attributable to lower compensation costs of $1.1 million, legal expenses of $1.1 million, D&O insurance expense of $0.5 million, professional fees of $0.5 million, lower travel and entertainment of $0.3 million and other expenses of $0.5 million.
Current report
Depreciation, amortization, and accretion decreased by a total of $0.4 million, or 4%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily attributable to lower depreciation expense resulting from the prior-year recognition of the remaining asset retirement obligation ("ARO") balance.
Current report
Impairment loss
Current report
Impairment loss increased by $4.1 million, or 100%, for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. This was primarily attributable to impairment charges recorded on certain renewable energy facilities following strategic decisions to convert those facilities to RNG production operations.
Current report
Loss (income) from equity method investments
Current report
Interest and financing expenses, net increased by $2.2 million, or 17%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This is primarily related to an increase in the average outstanding loan balance.
Current report
Interest income
Current report
Interest income increased by $1.8 million or 678%, for the three months ended June 30, 2026 compared to the year ended June 30, 2025 primarily due to interest income from sales-type-lease.
Current report
Interest income increased by $2.2 million or 337%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily due to interest income from sales-type-lease.
Current report
Other income
Current report
Other income decreased by $2.2 million, or 96%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily attributable to a gain on a note receivable and a gain from the write-off of a lease liability recognized during the 2025 period, with no comparable gains recognized in 2026.
Current report
Net (loss) income attributable to redeemable non-controlling interest for the six months ended June 30, 2026 decreased by $22.5 million, or 802%, compared to the six months ended June 30, 2025. The decrease is primarily attributable to higher loss on the portion of earnings belonging to OPAL Fuels equity holders in the current period compared to the same prior-year period.
Current report
On May 30, 2026, OPAL Fuels Inc. exercised its right pursuant to that certain Credit and Guarantee Agreement dated as of September 1, 2023 among Opal Fuels Intermediate HoldCo LLC as borrower (the "Borrower"), direct and indirect subsidiaries of the Borrower as guarantors, the lenders party thereto as lenders, and Bank of America, N.A., as administrative agent, to contribute approximately $8.0 million to the Borrower in order for the Borrower to maintain compliance with certain financial covenants under its credit facility.
Current report
As described in a Current Report on Form 8-K filed with the SEC on May 20, 2026, on May 18, 2026, OPAL Fuels approved and adopted an Amended and Restated Certificate of Designations of Series A-1 Preferred Units (the "A&R COD"), which amended and restated in its entirety that certain Certificate of Designations of Series A-1 Preferred Units OPAL Fuels, dated November 29, 2021. The A&R COD conforms the terms and conditions of OPAL Fuels' Series A-1 Preferred Units to those of OPAL Fuels' Series A Preferred Units in accordance with the Amended and Restated Certificate of Designations of Series A Preferred Units, which was approved and adopted by OPAL Fuels on March 6, 2026. The amendment increased the annual dividend rate from 8% to 12%, with only up to 2% payable in kind and the remainder payable in cash, revised certain redemption rights to permit holder redemption upon specified events including a change of control, certain uncured trigger events, or beginning on the fifth anniversary of March 6, 2026, and added enhanced holder protective provisions and remedies upon the occurrence of certain trigger events. The amendment also eliminated the holders' prior conversion rights upon delayed redemption of the preferred units .The A&R COD does not provide holders of Series A-1 Preferred Units with any rights to appoint members to the board of directors of the Company, which rights are provided to holders of Series A Preferred Units under the Amended and Restated Certificate of Designations of Series A Preferred Units.
Removed paragraphs (8)
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous report
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 report
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 report
Loss from equity method investments
Previous report
Other (expense) income
Reworded paragraphs (40)
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 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.
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 June 30, 2026 and for the three and six months ended June 30, 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
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.
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 March 2026, the EPA set RVOs for 2026 through 2027. 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
Results of Operations for the three months ended March 31, 2026 and 2025:
Current wording
Results of operations for the three and six months ended June 30, 2026 and 2025:
Previous wording
The following table summarizes the operational data achieved for the three months ended March 31, 2026 and 2025:
Current wording
The following table summarizes the operational data achieved for the three and six months ended June 30, 2026 and 2025:
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 International Organization for Standardization 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
Comparison of the three months ended March 31, 2026 and 2025
Current wording
Comparison of the three and six months ended June 30, 2026 and 2025
Previous 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.
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 and six months ended June 30, 2026 and 2025.
Previous wording
(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 wording
(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 $—, $—, $2,246, and $—for the three months ended June 30, 2026 and 2025, and the six months ended June 30, 2026 and 2025, respectively, from customers domiciled outside of the United States. All remaining lease revenue relates to operating leases.
Previous wording
(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 wording
(3)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.
Previous wording
(5)Includes management fee revenues earned from management of operations of equity method entities
Current wording
(4)Includes management fee revenues earned from management of operations of equity method entities.
Previous 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.
Current wording
Revenue from RNG Fuel decreased by $7.3 million, or 14%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This decrease was primarily related to $7.3 million decrease in the sale of environmental attributes. The decrease in environmental attributes was primarily related to $4.5 million decrease in RIN volume, $1.6 million decrease in green gas sales and a $1.2 million decrease due to lower LCFS sales.
Previous 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.
Current wording
Cost of sales from Renewable Power decreased by $0.6 million, or 9%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily attributable to a $0.7 million reduction in major maintenance expense and a $0.2 million decrease in labor costs. These decreases were partially offset by a $0.3 million increase in non-labor and other operating expenses due to the timing of expenditures.
Previous 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.
Current wording
Project development and startup costs decreased by $4.4 million, or 46%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily attributable to lower virtual pipeline costs.
Previous wording
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 wording
Depreciation, amortization, and accretion decreased by a total of $0.1 million, or 2%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This is primarily related to lower depreciation expense in Renewable Power.
Previous 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.
Current wording
Net loss attributable to equity method investments increased by $2.6 million, or 130%, for the three months ended June 30, 2026 compared to the three months ended June 30, 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 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.
Current wording
Interest and financing expenses, net increased by $2.0 million, or 30%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This is primarily related to an increase in the average outstanding loan balance.
Previous 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.
Current wording
Other income decreased by $0.4 million or 37% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 primarily related to change in fair value of warrants.
Previous wording
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 wording
Income tax benefit decreased by $8.9 million or 65% for three months ended June 30, 2026 compared to the three months ended June 30, 2025. This is primarily driven by lower generation of transferable tax credits in 2026 compared to 2025.
Previous 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.
Current wording
Net (loss) income attributable to redeemable non-controlling interest decreased by $11.1 million, or 279%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The net (loss) income for the three months ended June 30, 2026 and 2025 reflects the portion of earnings belonging to OPAL Fuels equity holders. The decrease is primarily attributable to higher loss in the current period compared to the same prior-year period.
Previous wording
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 wording
Accretion of the redeemable preferred non-controlling interest to its redemption amount increased by $1.7 million or 66% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This is primarily driven by accretion to redemption value following the issuance of redeemable preferred non-controlling interests in March 2026.
Previous 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.
Current wording
As of June 30, 2026, our liquidity was $162.3 million, consisting of $19.3 million of unused capacity under the revolver, $51.6 million of undrawn preferred stock facility commitments and $91.4 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 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.
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 failure to efficiently 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
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 wording
During the six months ended June 30, 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 June 30, 2026, the Company had utilized $30.7 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.
Previous wording
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 wording
During the six months ended June 30, 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.
Previous 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.
Current wording
As of June 30, 2026 and December 31, 2025, the outstanding loan balance (current and non-current) excluding deferred financing costs was $421.6 million and $341.6 million, respectively.
Previous 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.
Current wording
As of June 30, 2026 and December 31, 2025, the outstanding loan balance (current and non-current) excluding deferred financing costs was $18.2 million and $19.1 million, respectively.
Previous wording
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 wording
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 held by NextEra.
Previous wording
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 wording
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.
Previous wording
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 wording
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 $3.8 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 income, net.
Previous wording
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 wording
The Preferred Units held by Preferred Fuels, have substantially the same terms and features (unless specified otherwise) which are listed below:
Previous wording
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 wording
Dividends: The Series A-1 preferred units are entitled to receive dividends at a rate of 12% 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.
Previous wording
The following table presents our cash flows for the three months ended March 31, 2026 and 2025:
Current wording
The following table presents our cash flows for the six months ended June 30, 2026 and 2025:
Previous wording
Net cash provided by operating activities for the three months ended March 31, 2026 was $12.9 million, a decrease of $16.8 million compared to $29.7 million for the three months ended March 31, 2025.
Current wording
Net cash provided by operating activities for the six months ended June 30, 2026 was $23.7 million, an increase of $1.9 million compared to $21.8 million for the six months ended June 30, 2025.
Previous wording
This was primarily attributable to unfavorable changes in working capital, higher net loss and lower noncash items.
Current wording
This was primarily attributable to favorable changes in working capital and income from investments in other entities, partially offset by higher net loss, lower noncash items and less distributions from return on investments in other entities.
Previous wording
Net cash used in investing activities for the three months ended March 31, 2026 was $19.4 million, an increase of $10.1 million compared to the $9.3 million used in investing activities for the three months ended March 31, 2025.
Current wording
Net cash used in investing activities for the six months ended June 30, 2026 was $58.5 million, an increase of $22.4 million compared to the $36.0 million used in investing activities for the six months ended June 30, 2025.
Previous wording
This was primarily attributable to an increase in payments made for the construction of various RNG generation and dispensing facilities in 2026 compared to 2025 and a decrease in distributions received from equity method investments. These were partially offset by lower contributions made to equity method investments.
Current wording
This was primarily attributable to an increase in payments made for the construction of various RNG generation and dispensing facilities in 2026 compared to 2025, a decrease in distributions received from equity method investments and an increase in contributions made to equity method investments. These were partially offset by an increase in disposals of property, plant and equipment.
Previous wording
Net cash provided by financing activities for the three months ended March 31, 2026 was $115.1 million, an increase of $119.9 million compared to the net cash used in financing activities of $4.7 million for the three months ended March 31, 2025.
Current wording
Net cash provided by financing activities for the six months ended June 30, 2026 was $101.7 million, an increase of $83.2 million compared to the net cash provided by financing activities of $18.5 million for the six months ended June 30, 2025.
Previous wording
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.
Current wording
This was primarily attributable to an increase in proceeds from long-term loans, an increase from the issuance of preferred stock and an increase in capital contribution from non-redeemable non-controlling interests. These were partially offset by redemption of shares of preferred stock, an increase in repayment of loans and an increase in cash paid to taxes related to net share settlement of equity awards.
Previous wording
As of March 31, 2026, we anticipate spending of approximately $155.0 million in capital expenditures for the next 12 months for RNG projects, fuel stations and our share of contributions in our equity method investment projects. This includes projects which have not been fully committed. These expenditures do not include any expected contributions from our joint venture partners and primarily relate to our development and construction of new renewable energy facilities and the purchase of equipment used in our Fueling Station services and Renewable Power operations.
Current wording
As of June 30, 2026, we anticipate spending of approximately $148.4 million in capital expenditures for the next 12 months for RNG projects, fuel stations and our share of contributions in our equity method investment projects. This includes projects which have not been fully committed. These expenditures do not include any expected contributions from our joint venture partners and primarily relate to our development and construction of new renewable energy facilities and the purchase of equipment used in our Fueling Station services and Renewable Power operations.
Previous wording
We are not required to provide the information required by this Item because it is a “smaller reporting company.”
Current wording
As a smaller reporting company, we are not required to provide the information required by this Item.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
Net loss attributable to equity method investments increased by $3.6 million, or 290% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This is primarily related to a decrease in the realized price of RINs sold on operating facilities.
Current report — wording carried from elsewhere
Income tax benefit decreased by $11.3 million or 52% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This is primarily driven by lower generation of transferable tax credits in 2026 compared to 2025.
Current report — wording carried from elsewhere
Net income attributable to non-redeemable non-controlling interest remained flat for the six months ended June 30, 2026, compared to six months ended June 30, 2025.
Current report — wording carried from elsewhere
Accretion of the redeemable preferred non-controlling interest to its redemption amount increased by $8.7 million or 165% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This is primarily driven by accretion to redemption value following the issuance of redeemable preferred non-controlling interests in March 2026.