OPAL Fuels Inc.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and include the assets and liabilities of the Company and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, the Company's financial statements include all normal and recurring adjustments necessary to make the financial statements not misleading and to provide a fair presentation of the Company's financial results for the interim period included in this Quarterly Report. The information included in this Quarterly Report should be read in conjunction with the Company's 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.

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

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

Change in Accounting Principle

During the quarter ended September 30, 2026, the Company elected to early adopt ASU 2025-10, Accounting for Government Grants Received by Business Entities. The adoption of ASU 2025-10 did not have a material effect on transactions within its scope. Concurrently, the Company elected to voluntarily change its accounting for transferable investment tax credits under IRC §48 (“ITCs”) and clean fuel production tax credits under IRC §45Z (“PTCs”). These credits were previously accounted for as income tax benefits under ASC 740, Income Taxes. The Company now accounts for them by analogy to ASC 832, Government Assistance.

•ITCs are recognized as grants related to assets. The proceeds, net of capitalized transaction costs, reduce the carrying amount of the related property, plant and equipment, or the respective carrying amounts of investments in other entities for projects held through equity method investees. The reduction is recognized in earnings over the useful lives of the related assets, through lower depreciation or through income from equity method investments.

•PTCs are recognized as grants related to income, as a reduction of cost of sales in the period the qualifying fuel is produced and sold and are recognized as government grants receivable on the consolidated balance sheet.

The Company believes the new principle is preferable because these credits (a) arise from the Company’s core operations of building and operating renewable natural gas plants, (b) are expected to be monetized via commercial sales to third parties rather than as an offset to income taxes payable, and (c) are viewed by management as a key source of economic returns rather than as a tax mitigation strategy. The change has been applied retrospectively to all prior periods presented. The cumulative effect of $8,406 is reflected as an increase in accumulated deficit and a decrease in investments in other entities as of January 1, 2025.

The effects of the change on condensed consolidated statements of operations are as follows:

The effects of the change on condensed consolidated balance sheets are as follows:

The effects of the change on condensed consolidated statements of cash flows are as follows:

(1)Cost of sales – RNG fuels and Selling, general and administrative expenses on the face of the statement of operations also reflected a correction of an immaterial error. Refer to the “Correction of Immaterial Errors” paragraph below.

⁽a⁾ Amounts that would have been reported under the prior method, under which §45Z PTCs and ITCs were accounted for as income tax benefits under ASC 740.

Correction of Immaterial Errors

During the quarter ended September 30, 2026, the Company determined that certain costs previously classified within selling, general and administrative expenses should have been reflected within cost of sales. As a result, cost of sales was understated and selling, general and administrative expenses were overstated by approximately $2,336 and $8,453 for the three and nine months ended September 30, 2025, respectively. The error was not material to previously issued financial statements. The Company has corrected the prior-period amounts in the current presentation. The correction had no impact on previously reported total revenues, total operating expenses, operating income, net income (loss), loss per share, the condensed consolidated balance sheets, or the condensed consolidated statements of cash flows. Prior periods not presented herein will be corrected, as applicable, in future filings. Additionally, the applicable line items in Note 7 have also been corrected for the RNG Fuels and Renewable Power segments.

Use of Estimates

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

The Company's significant estimates and assumptions include the residual values and useful lives of property, plant and equipment; the fair value of long-lived assets; asset retirement obligations; the percentage of completion used for revenue recognition; the incremental borrowing rate used to measure right-of-use assets and lease liabilities; and the fair value of reporting units for goodwill impairment testing.

Accounting Pronouncements Not Yet Adopted

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

Recently Adopted Accounting Pronouncements

In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities. The Company early adopted ASU 2025-10 effective July 1, 2026. See "Change in Accounting Principle" above.

Parts Inventory

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

Environmental Credits Held for Sale

For the three months ended September 30, 2026 and 2025, the Company recorded $1,405 and $4,515 as part of Cost of sales - Fuel Station Services in the condensed consolidated statements of operations to adjust environmental credits held for sale to lower of cost and net realizable value. For the nine months ended September 30, 2026 and 2025, the Company recorded $5,607 and $15,055, respectively.

Accrued Expenses and Other Current Liabilities

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

Contract Balances

Contract assets consist primarily of costs and estimated earnings in excess of billings and retainage receivables. Costs and estimated earnings in excess of billings represent unbilled amounts earned and reimbursable under construction contracts and arise when revenues have been recognized but amounts are conditional and have yet to be billed under the terms of the contract. Amounts become billable in accordance with contract terms, generally based on progress toward completion and the achievement of contractual milestones. Cost and estimated earnings in excess of billings amounted to $7,282 and $6,489 as of September 30, 2026 and December 31, 2025, respectively.

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

During the nine months ended September 30, 2026, the Company recognized revenue of $3,287 that was included in contract liabilities at December 31, 2025. During the nine months ended September 30, 2025, the Company recognized revenue of $3,404 that was included in contract liabilities at December 31, 2024.

Impairment

During the nine months ended September 30, 2026, the Company recognized impairment charges of $3,595 related to certain long-lived assets in its Renewable Power segment and $561 related to certain long-lived assets in its Fuel Station Services segment. The impairment within its Renewable Power segment resulted from the Company's decision to repurpose a renewable power facility for use as an RNG facility. As a result of the change in intended use, certain assets associated with the renewable power facility were no longer expected to be utilized and had no alternative future use. Accordingly, the Company determined that the fair value of the affected assets was zero and recorded an impairment charge equal to their carrying value.

Remaining Performance Obligations

The Company's remaining performance obligations represent the unrecognized revenue value of its contract commitments. The Company's remaining performance obligations may significantly vary each reporting period based on the timing of major new contract commitments. As of September 30, 2026, the Company had a remaining performance obligation of $29,969 of which $23,123 is expected to be recognized within the next 12 months.

Significant Customers, Vendors and Concentration of Credit Risk

At September 30, 2026, two customers accounted for 37% of accounts receivable. At December 31, 2025, four customers accounted for 63% of accounts receivable.

During the three and nine months ended September 30, 2026, and three months ended September 30, 2025 no individual vendor accounted for more than 10% of the Company's total volume of total purchases. During the nine months ended September 30, 2025, there was one supplier that accounted for approximately 13% of the Company’s total purchases.

Refer to Note 7. Reportable Segments and Geographic Information for details on revenue concentration.

2. INVESTMENTS IN OTHER ENTITIES AND VARIABLE INTEREST ENTITIES

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

VIEs for which the Company is not the primary beneficiary are accounted for under the equity method. As of September 30, 2026, Sunoma, Central Valley and CMS were consolidated VIEs.

The condensed consolidated balance sheets summarize the major consolidated balance sheet items for its consolidated VIEs as of September 30, 2026 and December 31, 2025. The information is presented on an aggregate basis based on similar risk and reward characteristics and the nature of our involvement with the VIEs. All VIEs are RNG facilities reported under the RNG Fuel Supply segment, and the Company’s interests are primarily equity-based.

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

As of September 30, 2026 and December 31, 2025, the carrying value of the Company’s equity method investments exceeded its proportionate share of the underlying net assets of its investees by $117,008 and $122,165, respectively. This basis difference primarily relates to the gain recognized upon the deconsolidation of certain RNG project entities, which increased the Company’s investment basis. The Company determined that this basis difference is attributable to construction in progress and will be amortized over the related assets’ estimated useful life of 20 years beginning when the assets are placed in service. The amortization of this basis difference, which reduces equity in earnings, was $1,738 and $1,738, reflected in income from equity method investments in the condensed consolidated statements of operations for the three months ended September 30, 2026 and 2025, respectively. The amortization of this basis difference was $5,157 and $5,157 for the nine months ended September 30, 2026 and 2025, respectively.

The ITC basis difference, which reduces the carrying value of the Company’s investments in other entities, was $23,543 and $24,500 as of September 30, 2026 and December 31, 2025, respectively. Amortization of the ITC basis difference increased income from equity method investments by $957 and $606 for the nine months ended September 30, 2026 and 2025, respectively. Amortization of the ITC basis difference increased income from equity method investments by $319 and $202 for the three months ended September 30, 2026 and 2025, respectively.

The following table summarizes revenue and gross profit from equity method investments:

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

The Company’s maximum exposure to loss related to its unconsolidated entities generally consists of its equity investment in such entities. In addition, the Company has certain guarantee and credit support obligations related to Land2Gas LLC, as further described in Note 12, Commitments and Contingencies.

3. LOANS

The following table summarizes the borrowings under the various loan facilities as of September 30, 2026 and December 31, 2025:

As of September 30, 2026, principal maturities of debt are expected as follows, excluding any undrawn debt facilities:

OPAL Term Loan

During the nine months ended September 30, 2026, the Company drew $128,382 under its term loan facility pursuant to its existing credit agreement. A portion of the proceeds from the borrowing was used to repay $20,000 outstanding under the revolving loan facility. As of September 30, 2026, the Company had utilized $39,247 of availability under the revolver loan to provide for the issuance of letters of credit to support the operations of OPAL Fuels Intermediate HoldCo LLC (the “Borrower”) and certain subsidiaries of the Borrower (the “Guarantors”).

Beginning in the first quarter of 2026, the Company commenced principal payments under its credit agreement and became subject to a quarterly cash sweep pursuant to which, withintwo 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.

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 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 $7,965 to Borrower in order for Borrower to maintain compliance with certain financial covenants under its credit facility.

Sunoma Loan

The Company utilized $927 for the issuance of letters of credit to support the operations.

4. LEASES

Lessor contracts

Sales-Type Leases

During the nine months ended September 30, 2026, the Company entered into new sales-type leases. Upon commencement, the carrying value of the underlying assets were removed from the balance sheet and the net investment in the leases was recognized, measured at the present value of future lease payments discounted at the rate implicit in the leases. During the nine months ended September 30, 2026, $4,161 was recognized within fuel station services revenues and $3,349 was recorded in cost of sales - fuel station services. During the three months ended September 30, 2026, $1,915 was recognized within fuel station services revenues and $1,511 was recorded in cost of sales - fuel station services.

As of September 30, 2026, a maturity analysis of lease receivables reflecting undiscounted cash flows to be received on an annual basis are as follows:

5. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Interest Rate Swap Contracts

The Company expects to release $2,047 from the other comprehensive income in the next twelve months.

The location and amounts of interest rate swaps and their fair values in the condensed consolidated balance sheets are:

Commodity Swap Contracts

The following table summarizes the effect of commodity swaps on the condensed consolidated statements of operations for the three and nine months ended September 30, 2026 and 2025:

The following table summarizes the derivative assets and liabilities related to commodity swaps as of September 30, 2026 and December 31, 2025:

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

Warrants

During the first quarter of 2026, the Company issued the Warrants with an initial estimated fair value of $2,760. Changes in fair value of $(773) and $(619) were recognized in other (expense) income, net, for the three and nine months ended September 30, 2026, respectively, resulting in an estimated fair value of $2,141 as of September 30, 2026 and included in other long-term liabilities. The key inputs into the Black-Scholes option pricing model for the Warrants were as follows for the relevant periods:

Recurring Fair Value Measurements

There were no transfers of assets between Level 1, Level 2, or Level 3 of the fair value hierarchy as of September 30, 2026 and December 31, 2025.

The Company's assets and liabilities that are measured at fair value on a recurring basis include the following as of September 30, 2026 and December 31, 2025, set forth by level, within the fair value hierarchy:

6. RELATED PARTIES

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

The following table summarizes revenues recorded from related parties:

(1)Represents RIN and LCFS sales to NextEra. Includes revenues of $4,982 recognized under the Green Gas Contract, which were recorded within RNG fuel revenues for the three months ended September 30, 2025. Includes revenues of $5,674 and $15,585 recognized under the Green Gas Contract, which were recorded within RNG fuel revenues for the nine months ended September 30, 2026 and 2025, respectively.

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

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

(4)Due to the repayment and redemption of NextEra's redeemable noncontrolling interest in March 2026, revenues and balances related to transactions with NextEra are no longer included in the Company's related-party disclosures beginning in the second quarter of 2026. Year-to-date amounts reported in subsequent quarters of 2026 will continue to include activity recognized during the first quarter of 2026, when NextEra was still considered a related party.

The following table summarizes the various fees recorded under the service agreements with related parties which are included in selling, general and administrative within the Company's condensed consolidated statements of operations:

The Company was also reimbursed by Fortistar for expenses incurred on its behalf in the amounts of $410 and $1,660 for the three and nine months ended September 30, 2026, and $914 and $722 for the three and nine months ended September 30, 2025 respectively.

The following table presents the various balances for related parties included in the Company's condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025:

(1)Due to the repayment and redemption of NextEra's redeemable noncontrolling interest in March 2026, revenues and balances related to transactions with NextEra are no longer included in the Company's related-party disclosures beginning in the second quarter of 2026.

7. REPORTABLE SEGMENTS AND GEOGRAPHIC INFORMATION

The Company is organized into three operating segments.

During the fourth quarter of 2025, the Company changed the presentation of information reviewed by the Chief Operating Decision Makers (“CODM”) to allocate certain corporate general and administrative costs, including consulting, insurance, and payroll expenses, to the related reportable segments. Segment information has been retrospectively revised to reflect this change. All the assets and revenue-generating activities, aside from sales‑type lease in Canada, were domiciled in the United States for the three and nine months ended September 30, 2026 and 2025. Transactions between reportable segments are accounted for using market‑based pricing. Intersegment revenues and expenses are eliminated in consolidation.

The following table reflects the financial data used to calculate each reportable segment’s income (loss) and includes reconciliations to the Company's consolidated revenue and consolidated net loss for the three months ended September 30, 2026:

The following table reflects the financial data used to calculate each reportable segment’s income (loss) and includes reconciliations to Opal’s consolidated revenue and consolidated net loss for the nine months ended September 30, 2026:

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

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

•RNG - payroll, consulting, insurance and other expenses

•Fuel Station Services - gain on RNG dispensing and payroll

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

The following table reflects certain other financial data for the reportable segments as of September 30, 2026:

For the nine months ended September 30, 2026, the Company made the following cash payments for capital expenditures:

The following table reflects the financial data used to calculate each reportable segment’s income (loss) and includes reconciliations to the Company's consolidated revenue and consolidated net income for the three months ended September 30, 2025:

The following table reflects the financial data used to calculate each reportable segment’s income (loss) and includes reconciliations to Opal’s consolidated revenue and consolidated net income for the nine months ended September 30, 2025:

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

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

•RNG - payroll, consulting, insurance and other expenses

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

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

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

For the nine months ended September 30, 2025, the Company made the following cash payments for capital expenditures:

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

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

(2)Fuel Station Services lease revenue relates to revenue from fuel purchasing agreements where we determined that we transferred the right to control the use of the station to the purchaser. Includes sales-type lease revenues of $1,915, $—, $4,161, and $— for the three months ended September 30, 2026 and 2025, and the nine months ended September 30, 2026 and 2025, respectively, from customers domiciled outside of the United States. All remaining lease revenue relates to operating leases.

(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.

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

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

8. REDEEMABLE NON-CONTROLLING INTEREST, REDEEMABLE PREFERRED NON-CONTROLLING INTEREST AND STOCKHOLDERS' EQUITY

Common stock

As of September 30, 2026, the Company is authorized to issue 340,000,000 shares of Class A common stock,160,000,000 shares of Class B common stock,160,000,000 shares of Class C common stock, and 160,000,000 shares of Class D common stock.

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

Redeemable Preferred Non-controlling Interests

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

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 $180,000 (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 $120,000. OPAL Fuels may, in its sole discretion, require Preferred Fuels to fund up to an additional $60,000 (or “Undrawn Commitment”) withinone year of the initial closing (or “Availability Period”), subject to the terms of the Subscription Agreement. During the three and nine months ended September 30, 2026 the Company drew $26,400 and $34,800, respectively of additional funding from the Undrawn Commitment. 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 $70,000 in the Offering in the event that OPAL Fuels intends to sell any additional units prior to thetwo (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.

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.

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 $70,000) withintwo years of the initial closing pursuant to its right of first offer. No Subsequent Warrant Shares have been issued as of September 30, 2026.

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 $2,760 and directly attributable issuance costs of $3,842. 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. 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, within other long-term liabilities with changes in fair value recognized in other income, net.

As previously disclosed in a Current Report filed with the SEC on May 20, 2026, on May 18, 2026, OPAL Fuels amended and restated the terms of its Series A-1 Preferred Units to generally conform them to the terms of its Series A Preferred Units. 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 Amended and Restated Certificate of Designations of Series A-1 Preferred Units does not, however, 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.

The following table summarizes the changes in the redeemable preferred non-controlling interests which represent Series A and Series A-1 preferred units outstanding at OPAL Fuels level from December 31, 2025 to September 30, 2026:

Terms of Redeemable Preferred Units

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:

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.

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.

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.

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.

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.

9. NET LOSS PER SHARE

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

The basic loss per share for the three and nine months ended September 30, 2026 and 2025 does not include 1,635,783 shares in treasury and 716,650 shares that are issued and outstanding but are contingent on achieving earnout targets.

Additionally, the diluted loss per share of Class A common stock for the three and nine months ended September 30, 2026 and 2025 does not include redeemable preferred non-controlling interests because the substantive contingency for conversion has not been met as of September 30, 2026. It also excludes redeemable non-controlling interests for the three and nine months ended September 30, 2026 and 2025.

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

(1) All unvested PSUs are contingent on achieving performance targets.

(2) Includes 720,000 warrants that are subject to forfeiture contingent on obtaining additional funding.

10. INCOME TAXES

As described in Note 1, during the quarter ended September 30, 2026, the Company changed its accounting policy for transferable Section 48 investment tax credits ITCs and Section 45Z clean fuel production tax credits 45Z credits.

Previously, these credits were recognized within income tax benefit or deferred income taxes under the flow-through method. The Company now accounts for these credits as government grants by analogy to ASU 2025-10. Under this policy, ITCs are recognized over the useful lives of the related qualifying assets as a reduction of depreciation expense, while 45Z credits are recognized in the periods in which the related qualifying production occurs and associated costs are incurred. The change in accounting policy was applied retrospectively, and prior-period amounts have been adjusted accordingly.

The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized. The Company continues to maintain a valuation allowance against its net deferred tax assets.

11. STOCK-BASED COMPENSATION

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

12. COMMITMENTS AND CONTINGENCIES

Letters of Credit

As of September 30, 2026 and December 31, 2025, the Company was required to maintain standby letters of credit totaling $40,174 and $15,504, respectively, to support obligations of certain Company's subsidiaries. These letters of credit were issued in favor of a lender, utilities, a governmental agency, and an independent system operator under PPA electrical interconnection agreements, and in place of a debt service reserve. There have beenno draws to date on these letters of credit.

Lease Commitments

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of September 30, 2026:

Guaranty

On March 30, 2026, Land2Gas LLC, a 50%-owned equity method investee, sold $22,926 of investment tax credits to Athene Annuity and Life Company and Athene Annuity Re II Ltd. for net proceeds of $21,550, of which the Company's 50% share was $10,775. Land2Gas LLC is obligated to return the purchase price and reimburse any taxes, interest, and penalties if the credits are disallowed or recaptured.

The Company and an unaffiliated third party (together, the "Guarantors") each guarantee 50% of these obligations and have entered into a cross-indemnification agreement allocating losses attributable to each party's respective causation. The guarantees include credit support provisions whereby, upon specified credit-related events — including either Guarantor's net worth falling below defined thresholds — the applicable Guarantor may be required to provide letters of credit or cash collateral to the buyers.

The Company's maximum potential exposure represents its 50% proportionate share of the purchase price repayment and related tax indemnification obligations. The Company evaluated these arrangements under ASC 460 and ASC 450 and determined that no material liability was required to be recognized as of September 30, 2026.

Legal Matters

Direct Contractor Claims

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

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

In January 2024, the Company filed a civil lawsuit captioned, MD Digester, LLC. et. al. vs. VEC Partners, Inc. et. al.; with the California Superior Court, County of San Joaquin; Action No. STK- CV-UCC-2024-0000185 and commenced a related arbitration proceeding in order to obtain a formal determination on the claims; American Arbitration Association ("AAA") Case No. 01-24-0000-0775. The Superior Court Action has been stayed, pending the conclusion of the arbitration. In the meantime, the AAA has empaneled three experienced arbitrators and has set the hearing date for the matter, currently scheduled in May 2027.

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

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

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

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

The AAA proceeding is scheduled for evidentiary hearing from May 3 through June 7, 2027. Based upon the deposition testimony and the expert reports that were exchanged on February 23, 2026, the Company reasonably believes that it will demonstrate that the terminations were justified and for cause. Issues related to damages, i.e., the cost to complete the projects, are evolving and it is premature to offer an opinion on the strength of this component of the case.

Subcontractor Lien Claims

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

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

Former Development Partner/Construction Manager

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

Patent Infringement Claims

On August 20, 2026, Ingenco Holdings, LLC filed a complaint in the United States District Court for the District of Delaware against Opal Fuels Inc., Polk County RNG LLC, Sapphire RNG LLC, Pine Bend RNG LLC, Emerald RNG LLC, and Prince William RNG LLC. The complaint was served on August 21, 2026. The complaint alleges that these entities infringe U.S. Patent No. 7,731,779 through operations at respective landfill RNG facilities. The complaint also asserts breach of contract and third-party beneficiary claims against Polk County RNG LLC and Sapphire RNG LLC arising from alleged obligations under respective license agreements. Unspecified monetary damages, including claims for enhanced damages and attorneys’ fees, as well as injunctive and other equitable relief are sought. The Company cannot presently predict the outcome or reasonably estimate a potential loss or range.