# OPAL Fuels Inc.: Form 10-Q for the period ended Sep 30, 2025

- Company: [OPAL Fuels Inc.](/companies/opal.md) (CIK 1842279)
- Form: 10-Q
- Filed: 2025-11-07
- Accepted by EDGAR: Nov 7, 2025, 21:12 ET
- Period: 2025-09-30
- Accession: 0001628280-25-050643
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1842279/000162828025050643/wdq-20250930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1842279/000162828025050643/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-07-01 to 2025-09-30 | $77.9m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2025-01-01 to 2025-09-30 | $238.3m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Research and development | 3 months, 2025-07-01 to 2025-09-30 | $2.5m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months, 2025-01-01 to 2025-09-30 | $12.1m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months, 2025-07-01 to 2025-09-30 | $14.4m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2025-01-01 to 2025-09-30 | $47.8m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-07-01 to 2025-09-30 | $3.6m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-01-01 to 2025-09-30 | $819.0k | us-gaap:OperatingIncomeLoss |
| Net income | 3 months, 2025-07-01 to 2025-09-30 | $11.4m | us-gaap:ProfitLoss |
| Net income | 9 months, 2025-01-01 to 2025-09-30 | $20.2m | us-gaap:ProfitLoss |
| Diluted EPS | 3 months, 2025-07-01 to 2025-09-30 | $0.05 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-01-01 to 2025-09-30 | $0.07 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-07-01 to 2025-09-30 | $0.05 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-01-01 to 2025-09-30 | $0.07 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-07-01 to 2025-09-30 | 29,592,822 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-01-01 to 2025-09-30 | 29,013,705 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-01-01 to 2025-09-30 | $40.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2025-01-01 to 2025-09-30 | $60.9m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-09-30 | $29.9m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-09-30 | $122.8m | us-gaap:AssetsCurrent |
| Total assets | at 2025-09-30 | $916.7m | us-gaap:Assets |
| Current liabilities | at 2025-09-30 | $83.5m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-09-30 | $434.0m | us-gaap:Liabilities |
| Long-term debt | at 2025-09-30 | $330.4m | us-gaap:LongTermDebtNoncurrent |
| Shareholders' equity | at 2025-09-30 | $7.5m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 54,544 characters.

*In this Management's Discussion and Analysis of Financial Condition and Results of Operations section, references to "OPAL," "we," "us," "our," and the "Company" refer to OPAL Fuels Inc. and its consolidated subsidiaries. The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024, and the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 17, 2025. In addition to historical information, this discussion and analysis includes certain forward-looking statements which reflect our current expectations. The Company's actual results may materially differ from these forward-looking statements.*

### Overview

The Company is a vertically integrated leader in the capture and conversion of biogas into low carbon intensity Renewable Power and RNG. OPAL Fuels is also a leader in the marketing and distribution of RNG to heavy duty trucking and other hard to de-carbonize industrial sectors. RNG is chemically identical to the natural gas used for cooking, heating homes and fueling natural gas engines, with one significant difference: RNG is produced by recycling methane emissions created by decaying organic waste as opposed to natural gas which is a fossil fuel pumped from the ground. We have participated in the biogas-to-energy industry for over 20 years.

Biogas is generated by microbes as they break down organic matter in the absence of oxygen, and is comprised of non-fossil waste gas, with high concentrations of methane, which is the primary component of RNG and the source for combustion utilized by Renewable Power plants to generate electricity. Biogas can not only be collected and processed to remove impurities for use as RNG (a form of high-Btu fuel) and injected into existing natural gas pipelines as it is fully interchangeable with fossil natural gas, but partially treated biogas can be used directly in heating applications (as a form of medium-Btu fuel) or in the production of Renewable Power. Our principal sources of biogas are (i) landfill gas, which is produced by the decomposition of organic waste at landfills, and (ii) dairy manure, which is processed through anaerobic digesters to produce the biogas.

We also design, develop, construct, operate and service Fueling Stations for trucking fleets across the country that use natural gas to displace diesel as their transportation fuel. We have participated in the alternative vehicle fuels industry for over a decade and have established an expanding network of Fueling Stations for dispensing RNG. In addition, we have recently begun implementing design, development, and construction services for hydrogen fueling stations, and we are pursuing opportunities to diversify our sources of biogas to other waste streams.

As of September 30, 2025, we owned and operated 26 projects, 11 of which are RNG projects and 15 of which are Renewable Power Projects. As of that date, our RNG projects in operation had a design capacity of 8.8 million MMBtus per year and our Renewable Power Projects in operation had a nameplate capacity of 105.8 MW per hour. In addition to these projects in operation, we are actively pursuing expansion of our RNG-generating capacity and, accordingly, have a portfolio of RNG projects in construction or in development, with six of our current Renewable Power Projects being considered candidates for conversion to RNG projects in the foreseeable future.

### Recent Developments

On October 6, 2025, the Company's Atlantic RNG facility commenced commercial operations. This project represents approximately 0.3 million MMBtu for Opal's 50% ownership share of annual design capacity.

In October 2025, the Company began construction of the CMS Concord RNG facility in North Carolina. This project represents approximately 0.7 million MMBtu for Opal's 70% ownership share of annual design capacity.

### Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations is based upon our interim unaudited condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") and the rules and regulations of the SEC, which apply to interim financial statements. The preparation of those financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues, costs and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions and conditions.

Critical accounting policies are those that reflect significant judgments of uncertainties and potentially result in materially different results under different assumptions and conditions. For a detailed description of all our accounting policies, see Note 1. *Summary of Significant Accounting Policies*, to our condensed consolidated financial statements included herein and the section titled “Critical Accounting Policies and Estimates” contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to our critical accounting policies since our Annual Report on Form 10-K for the year ended December 31, 2024.

### Key Factors and Trends Influencing our Results of Operations

The principal factors affecting our results of operations and financial condition are the markets for RNG, Renewable Power, and associated Environmental Attributes, access to suitable biogas production resources, the regulatory environment of our industry, and the seasonality of demand and pricing for our products. Additional factors and trends affecting our business are discussed in "*Risk Factors*" elsewhere in this report.

#### Market Demand for RNG

Demand for our converted biogas and associated Environmental Attributes, including RINs and LCFS credits, is heavily influenced by United States federal and state energy regulations together with commercial interest in renewable energy products. Markets for RINs and LCFS credits arise from regulatory mandates that require refiners and blenders to incorporate renewable content into transportation fuels. The EPA sets proposed RVOs for D3 RINs in accordance with the mandates established by the Energy Independence and Security Act of 2007. In June 2023, the EPA set RVOs for 2023 through 2025 via a new Set rule. This 3 year RVO is expiring at the end of this year. In June 2025, the EPA announced a proposed "Set 2 Rule" to establish RVOs for 2026 and 2027, with rule finalization expected in late 2025 or early 2026. Until the rules and RVOs are finalized, there may be uncertainty as to RIN pricing for the associated period. On the state level, the economics of RNG are enhanced by low-carbon fuel initiatives, particularly well-established programs in California, Washington and Oregon (with several other states also actively considering LCFS initiatives similar to those in California, Washington and Oregon). Federal and state regulatory developments could result in significant future changes to market demand for the RINs and LCFS credits we produce. This would have a corresponding impact to our revenue, net income, and cash flow.

Transportation, including heavy-duty trucking, generates approximately 30% of overall carbon dioxide and other climate-harming GHG emissions in the United States, and transitioning this sector to low and negative carbon fuels is a critical step towards reducing overall global GHG emissions. The adoption rate of RNG-powered vehicles by commercial transportation fleets will significantly impact demand for our products.

We are also exposed to the commodity prices of natural gas and diesel, which serve as alternative fuel for RNG and therefore impact the demand for RNG.

#### Renewable Power Markets

We also generate revenues from sales of Renewable Power generated by our biogas-to-Renewable Power projects, and associated RECs. RECs exist because of legal and governmental regulatory requirements in Europe and the United States, respectively, and a change in law or in governmental policies concerning Renewable Power, LFG, or RECs could affect the market for, and the pricing of, such power and credits.

We periodically evaluate opportunities to convert existing Renewable Power projects to RNG production. We have been negotiating with several of our landfill and Renewable Power counterparties to enter into arrangements that would enable the LFG resource to produce RNG. Changes in the price we receive for Renewable Power and associated RECs, together with the revenue opportunities and conversion costs associated with converting our LFG sites to RNG production, could have a significant impact on our future profitability.

#### Regulatory landscape

We operate in an industry that is subject to and currently benefits from environmental regulations. Government policies can increase demand for our products by providing incentives to purchase RNG and Environmental Attributes. These government policies are modified and in flux constantly and any adverse changes to these policies could have a material effect on the demand for our products. For more information, see the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2024, including the risk factor titled *"The financial performance of our business depends upon tax and other government incentives for the generation of RNG and Renewable Power, any of which could* *change at any time and such changes may negatively impact our growth strategy."* Government regulations have become increasingly stringent and complying with changes in regulations may result in significant additional operating expenses.

#### Seasonality

We experience seasonality in our results of operations. Sale of RNG may be impacted by higher consumption by some of our customers during summer months. Additionally, the price of RNG is higher during the fall and winter months due to increase in overall demand for natural gas during the winter months. Revenues generated from our renewable electricity projects in the northeast U.S., all of which sell electricity at market prices, are affected by warmer and colder weather, and therefore a portion of our quarterly operating results and cash flows are affected by pricing changes due to regional temperatures. These seasonal variances are managed in part by certain off-take agreements at fixed prices.

### Key Components of Our Results of Operations

We generate revenues from the sale of RNG fuel, Renewable Power, and associated Environmental Attributes, as well as from the construction, fuel supply, and servicing of Fueling Stations for commercial transportation vehicles using natural gas to power their fleets. These revenue sources are presented in our condensed consolidated statements of operations under the following captions:

- **RNG Fuel.** The RNG Fuel segment includes RNG supply as well as the associated generation and sale of commodity natural gas and environmental credits, and consists of:
- RNG Production Facilities – the design, development, construction, maintenance and operation of facilities that convert raw biogas into pipeline quality natural gas; and
- Our interests in both operating and construction projects.
- **Fuel Station Services.** Through our Fuel Station Services segment, we provide construction and maintenance services to third-party owners of vehicle Fueling Stations and perform fuel dispensing activities including generation and minting of environmental credits. This segment includes:
- Manufacturing division that builds Compact Fueling Systems and Defueling systems;
- Design/Build contracts where we serve as general contractor for construction of Fueling Stations, typically structured as Guarantee Maximum Price or fixed priced contracts for customers, generally lasting less than one year;
- Service and maintenance contracts for RNG/CNG Fueling Stations; and
- RNG and CNG Fuel Dispensing Stations - This includes both the dispensing (or sale) of RNG, CNG, and environmental credit generation and monetization. We operate Fueling Stations that dispense both CNG and RNG fuel for vehicles.
- **Renewable Power.** The Renewable Power segment generates renewable power and associated Environmental Attributes such as RECs through combustion of biogas from landfills which is then sold to public utilities throughout the United States.

Our costs of sales associated with each revenue category are as follows:

- **RNG Fuel.** Includes royalty payments to biogas site owners for the biogas we use; service provider costs; salaries and other indirect expenses related to the production process; utilities, transportation, storage, and insurance; and depreciation of production facilities.
- **Fuel Station Services.** Includes equipment supplier costs; service provider costs; and salaries and other indirect expenses.
- **Renewable Power.** Includes royalty payments; land usage costs; service provider costs; salaries and other indirect expenses related to the production process; utilities; and depreciation of production facilities.

Project development and start up costs includes certain development costs such as legal fees, consulting fees for joint venture structuring, royalties to the landfill owner, fines, settlements, site lease expenses and certification costs on our RNG projects under construction. Additionally, the Company also incurs certain expenses on new RNG projects during the first two years that such projects are operational, such as virtual pipeline costs (incurred until a physical interconnect pipeline is built) and ramp up costs incurred during the certification period.

Selling, general, and administrative expense consists of costs involving corporate overhead functions, including the cost of services provided to us by an affiliate, and marketing costs.

Depreciation and amortization primarily relate to depreciation associated with property, plant, and equipment and amortization of acquired intangibles arising from PPAs and interconnection contracts. We are in the process of expanding our RNG and Renewable Power production capacity and expect depreciation costs to increase as new projects are placed into service.

### Concentration of customers and associated credit risk

The following table summarizes the percentage of consolidated accounts receivable, net by customers that equal or exceed 10% of the consolidated accounts receivable, net as of September 30, 2025 and December 31, 2024. No other single customer accounted for 10% or greater of our consolidated accounts receivables in these periods:

|  | September 30, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| Customer A (1) | 41% | 31% |
| Customer B | 14% | 19% |

(1) Relates to sales of Environmental Attributes under Purchase and Sale agreements and Renewable Power sale agreements.

The following table summarizes the percentage of consolidated revenues from customers that equal 10% or greater of the consolidated revenues in the period. No other single customer accounted for more than 10% of consolidated revenues in these periods:

|  | Three Months Ended September 30, 2025 | 2024 | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Customer A | 34% | 42% | 38% | 40% |
| Customer B | \* | 14% | \* | 14% |

\*Less than 10%

### Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024

### Operational data

The following table summarizes the operational data achieved for the three and nine months ended September 30, 2025 and 2024:

### Landfill RNG Facility Capacity and Utilization Summary

| Landfill RNG Facility Capacity and Utilization | Three Months Ended September 30, 2025 | 2024 | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Design Capacity (Million MMBtus) (1) | 2.2 | 1.7 | 6.4 | 4.5 |
| Volume of Inlet Gas (Million MMBtus) (2) | 1.6 | 1.2 | 4.6 | 3.3 |
| Inlet Design Capacity Utilization (%) (2) | 80% | 72% | 73% | 75% |
| RNG Fuel volume produced (Million MMBtus)(3) | 1.2 | 1.0 | 3.4 | 2.6 |
| Utilization of Inlet Gas (%) (4) | 77% | 84% | 76% | 82% |

38

(1) Design Capacity for RNG facilities is measured as the volume of feedstock biogas that the facility is capable of accepting at the inlet and processing during the associated period. Design Capacity is presented as OPAL’s ownership share (i.e., net of joint venture partners’ ownership) of the facility and is calculated based on the number of days in the period. New facilities that come online during a quarter are pro-rated for the number of days in commercial operation.

(2) Inlet Design Capacity Utilization is measured as the Volume of Inlet Gas for a period, divided by the total Design Capacity for such period. The Volume of Inlet Gas varies over time depending on, among other factors, (i) the quantity and quality of waste deposited at the landfill, (ii) waste management practices by the landfill, and (iii) the construction, operations and maintenance of the landfill gas collection system used to recover the landfill gas. The Design Capacity for each facility will typically be correlated to the amount of landfill gas expected to be generated by the landfill during the term of the related gas rights agreement. The Company expects Inlet Design Capacity Utilization to be in the range of 75-85% on an aggregate basis over the next several years. Typically, newer facilities perform at the lower end of this range and demonstrate increasing utilization as they mature and the biogas resource increases at open landfills. Excludes Sunoma and Biotown.

(3) Excludes Sunoma and Biotown

(4) Utilization of Inlet Gas is measured as RNG Fuel Volume Produced divided by the Volume of Inlet Gas. Utilization of Inlet Gas varies over time depending on availability and efficiency of the facility and the quality of landfill gas (i.e., concentrations of methane, oxygen, nitrogen, and other gases). The Company generally expects Utilization of Inlet Gas to be in the range of 80% to 90%. Excludes Sunoma and Biotown.

| Renewable Power | Three Months Ended September 30, 2025 | 2024 | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Nameplate Capacity (MW per hour)(1) | 105.8 | 105.8 | 105.8 | 105.8 |
| Nameplate Capacity for the period (Millions MWh) (1) | 0.23 | 0.23 | 0.69 | 0.70 |
| Renewable Power produced (Millions MWh) | 0.09 | 0.09 | 0.26 | 0.27 |
| Nameplate Capacity Utilization (%) (2) | 39% | 41% | 38% | 39% |

(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.

(2) Nameplate Capacity Utilization for Renewable Power facilities is measured as Renewable Power Produced divided by Design Capacity for the period. Given (i) built-in un-utilized capacity from historical designs, (ii) availability (a function of higher maintenance requirements compared to RNG facilities) and (iii) commencement of operations of the Emerald RNG facility, which will result in low levels of dispatch for the Arbor Hills facility (which will operate on a standby basis but remain in the operating portfolio), the Company’s Design Capacity Utilization is expected to remain below 50%.

|  | Three Months Ended September 30, 2025 | 2024 | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| RNG Fuel volume produced (Million MMBtus) | 1.3 | 1.0 | 3.5 | 2.8 |
| RNG Fuel volume sold (Million GGEs) | 20.4 | 19.6 | 60.5 | 54.7 |
| Total volume delivered (Million GGEs) | 38.9 | 38.6 | 120.4 | 109.2 |

### RNG projects

Below is a table setting forth the RNG projects in operation and construction in our portfolio as of September 30, 2025:

| RNG Projects in Operation: | OPAL's Share of Design Capacity (MMBtus per year) (1) | Source of Biogas | Ownership | Expected Commercial Operation Date (4) |
| --- | ---: | --- | ---: | --- |
| Greentree | 1,061,712 | LFG | 100% | N/A |
| Imperial | 1,061,712 | LFG | 100% | N/A |
| Emerald (2) | 1,327,140 | LFG | 50% | N/A |
| Sapphire (2) | 796,284 | LFG | 50% | N/A |
| New River | 663,570 | LFG | 100% | N/A |
| Noble Road (2) | 464,499 | LFG | 50% | N/A |
| Pine Bend (2) | 424,685 | LFG | 50% | N/A |
| Biotown (2) | 43,750 | Dairy | 10% | N/A |
| Sunoma (3) | 176,297 | Dairy | 90% | N/A |
| Prince William | 1,725,282 | LFG | 100% | N/A |
| Polk County | 1,060,000 | LFG | 100% | N/A |
| **Total** | 8,804,931 |  |  |  |
| **RNG Projects in Construction:** |  |  |  |  |
| Hilltop | 255,500 | Dairy | 100% | (5) |
| Vander Schaaf | 255,500 | Dairy | 100% | (5) |
| Burlington | 459,900 | LFG | 50% | (6) |
| Atlantic (2) | 331,785 | LFG | 50% | (7) |
| Cottonwood | 664,884 | LFG | 100% | (6) |
| Kirby Canyon | 663,570 | LFG | 100% | (6) |
| **Total** | 2,631,139 |  |  |  |

(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.

(2) We record our ownership interests in these projects as equity method investments in our condensed consolidated financial statements.

(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.

(4) Expected Commercial Operation Date (“COD”) for commencement of the RNG projects in construction is based on the Company’s estimate as of the date of this report. CODs are estimates and are subject to change as a result of, among other factors out of the Company’s control: (i) regulatory/permitting approval timing, (ii) disruption in supply chains and (iii) construction timing.

(5) Please see Part II, Item 1: Legal Proceedings and Note 12 - Commitments and Contingencies to the condensed consolidated financial statements.

(6) The construction of the Cottonwood, Burlington, and Kirby Canyon projects began in the second, third, and fourth quarters of 2024, respectively.

(7) COD date is October 2025.

### Renewable Power Projects

Below is a table setting forth the Renewable Power projects in operation in our portfolio:

| Renewable Power Projects in Operation: | Nameplate Capacity (MW per Hour) (1) | Current RNG Conversion Candidate (2) |
| --- | ---: | ---: |
| Sycamore | 5.2 | Yes |
| Lopez | 3.0 | — |
| Miramar Energy | 3.2 | Yes |
| San Marcos | 1.8 | — |
| Santa Cruz | 1.6 | — |
| San Diego - Miramar | 6.5 | Yes |
| West Covina | 6.5 | — |
| Port Charlotte | 2.9 | — |
| Taunton | 3.6 | — |
| Arbor Hills (3) | 28.9 | N/A |
| C&C | 6.3 | Yes |
| Albany | 5.9 | — |
| Concord and CMS | 14.4 | Yes |
| Pioneer | 8.0 | — |
| Richmond (previously "Old Dominion") | 8.0 | Yes |
| **Total** | 105.8 |  |
| **Renewable Power projects in construction:** |  |  |
| Fall River (4) | 2.4 | — |

(1) Nameplate capacity is the manufacturer’s expected capacity at ISO conditions for each facility and may not reflect actual production from the projects, which depends on many variables including, but not limited to, (i) quantity and quality of the biogas, (ii) operational up-time of the facility and (iii) actual productivity of the facility.

(2) We have determined that some of our Renewable Power projects are currently RNG conversion candidates. The Company identifies suitable RNG conversion candidates based on highest return of capital which is driven by certain factors including, but not limited to (i) the quantity and quality of LFG, (ii) the proximity to pipeline interconnect and (iii) the ability to enter into contracts, including site leases and gas rights agreements, with host sites. The Company may change its decision to convert a Renewable Power Project into an RNG project in the future. The Company believes disclosing Renewable Power conversion candidates provides visibility into the effect of those conversions on the existing Renewable Power portfolio.

(3) Although the RNG conversion is completed, it is currently contemplated that the Arbor Hills Renewable Power plant will continue limited operations on a stand-by, emergency basis through March of 2031.

(4) Construction of the Fall River project has been delayed due to permitting issues.

### Comparison of the Three and Nine Months Ended September 30, 2025 and 2024

The following table presents the period-over-period change for each line item in the Company's statement of operations for the three and nine months ended September 30, 2025 and 2024.

*(in thousands)*

| Revenues: | Three Months Ended September 30, 2025 | 2024 | $ Change 2025 | % Change 2024 | Nine Months Ended September 30, |  | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| RNG Fuel | $22,921 | $25,864 | $(2,943) | (11)% | $75,650 | $63,036 | $12,614 | 20% |
| Fuel Station Services | 51,722 | 45,395 | 6,327 | 14% | 149,426 | 121,794 | 27,632 | 23% |
| Renewable Power | 8,714 | 12,788 | (4,074) | (32)% | 24,144 | 35,119 | (10,975) | (31)% |
| Total revenues | 83,357 | 84,047 | (690) | (1)% | 249,220 | 219,949 | 29,271 | 13% |
| **Operating expenses:** |  |  |  |  |  |  |  |  |
| Cost of sales - RNG Fuel | 11,774 | 9,985 | 1,789 | 18% | 35,341 | 26,644 | 8,697 | 33% |
| Cost of sales - Fuel Station Services | 40,230 | 33,609 | 6,621 | 20% | 118,683 | 94,882 | 23,801 | 25% |
| Cost of sales - Renewable Power | 5,917 | 7,774 | (1,857) | (24)% | 19,578 | 25,931 | (6,353) | (24)% |
| Project development and startup costs | 2,543 | 6,803 | (4,260) | (63)% | 12,101 | 10,523 | 1,578 | 15% |
| Selling, general, and administrative | 14,376 | 12,692 | 1,684 | 13% | 47,803 | 39,552 | 8,251 | 21% |
| Depreciation, amortization, and accretion | 5,566 | 4,697 | 869 | 19% | 16,772 | 12,677 | 4,095 | 32% |
| Income from equity method investments | (637) | (3,822) | 3,185 | 83% | (1,877) | (11,828) | 9,951 | 84% |
| Total operating expenses | 79,769 | 71,738 | 8,031 | 11% | 248,401 | 198,381 | 50,020 | 25% |
| Operating income | 3,588 | 12,309 | (8,721) | (71)% | 819 | 21,568 | (20,749) | (96)% |
| **Other (expense) income:** |  |  |  |  |  |  |  |  |
| Interest and financing expense, net | (6,898) | (5,026) | (1,872) | (37)% | (19,330) | (13,976) | (5,354) | (38)% |
| Change in fair value of derivative instruments, net | — | 278 | (278) | (100)% | 281 | 1,457 | (1,176) | (81)% |
| Other income | 129 | 640 | (511) | (80)% | 2,169 | 1,737 | 432 | 25% |
| Total other expenses | (6,769) | (4,108) | (2,661) | (65)% | (16,880) | (10,782) | (6,098) | (57)% |
| (Loss) income before income tax benefit | (3,181) | 8,201 | (11,382) | (139)% | (16,061) | 10,786 | (26,847) | (249)% |
| Income tax benefit | 14,567 | 8,906 | 5,661 | 64% | 36,290 | 8,906 | 27,384 | 307% |
| Net income | 11,386 | 17,107 | (5,721) | (33)% | 20,229 | 19,692 | 537 | 3% |
| Net income attributable to redeemable non-controlling interests | 7,226 | 11,998 | (4,772) | (40)% | 10,034 | 9,618 | 416 | 4% |
| Net income attributable to non-redeemable non-controlling interests | 93 | 130 | (37) | (28)% | 329 | 328 | 1 | —% |
| Dividends on redeemable preferred non-controlling interests | 2,617 | 2,617 | — | —% | 7,851 | 7,853 | (2) | —% |
| **Net income attributable to Class A common stockholders** | $1,450 | $2,362 | $(912) | (39)% | $2,015 | $1,893 | $122 | 6% |

42

### Revenues

*(in thousands)*

| RNG Fuel | Three Months Ended September 30, 2025 | 2024 | $ Change | Nine Months Ended September 30, 2025 | 2024 | $ Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Brown gas sales | $3,415 | $1,115 | $2,300 | $9,572 | $3,023 | $6,549 |
| Environmental Attributes (1) | 19,061 | 24,408 | (5,347) | 64,832 | 58,968 | 5,864 |
| Other | 445 | 341 | 104 | 1,246 | 1,045 | 201 |
| **Total RNG Fuel** | 22,921 | 25,864 | (2,943) | 75,650 | 63,036 | 12,614 |
| **Fuel Station Services** |  |  |  |  |  |  |
| OPAL owned stations | 10,018 | 8,025 | 1,993 | 25,644 | 19,194 | 6,450 |
| RNG marketing (2) | 20,380 | 20,613 | (233) | 71,679 | 55,155 | 16,524 |
| Third party station service and maintenance | 7,122 | 6,399 | 723 | 20,726 | 17,591 | 3,135 |
| Construction | 14,202 | 10,358 | 3,844 | 31,377 | 29,854 | 1,523 |
| **Total Fuel Station Services** | 51,722 | 45,395 | 6,327 | 149,426 | 121,794 | 27,632 |
| **Renewable Power** |  |  |  |  |  |  |
| Electricity sales | 6,587 | 7,326 | (739) | 19,224 | 20,712 | (1,488) |
| Environmental Attributes (3) | 2,127 | 5,462 | (3,335) | 4,920 | 14,407 | (9,487) |
| **Total Renewable Power** | 8,714 | 12,788 | (4,074) | 24,144 | 35,119 | (10,975) |
| **Total Revenues** | $83,357 | $84,047 | $(690) | $249,220 | $219,949 | $29,271 |

(1) Revenues from Environmental Attributes in the RNG Fuel segment relate to revenues earned from sales of RINs and LCFSs.

(2) Revenues from RNG marketing in the Fuel Station Services segment relate to revenues earned from sales of RINs and LCFSs, as well as revenue from Environmental Attribute generation and monetization services.

(3) Revenues from Environmental Attributes in the Renewable Power segment include revenues earned from sales of ISCC Carbon Credits and RECs.

#### RNG Fuel

Revenue from RNG Fuel decreased by $2.9 million or 11% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This decrease was primarily related to a $2.3 million increase in brown gas sales due to an increase in price and natural gas swap gain and a $5.3 million decrease in the sale of environmental attributes. The decrease in environmental attributes was primarily related to a $4.3 million increase in green gas sales, a $4.3 million increase from new facilities (Prince William and Polk), a $6.2 million decrease in RIN volume, and a $7.7 million decrease due to RIN price reduction.

Revenue from RNG Fuel increased by $12.6 million, or 20%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This increase was primarily related to a $6.5 million increase in brown gas sales due to increase in price and volume and a $5.9 million increase in the sale of environmental attributes. The increase in environmental attributes was primarily related to a $4.3 million increase in green gas sales, a $14.2 million increase from the new facilities (Prince William and Polk), a $4.1 million increase in RIN volume, and a $17.0 million decrease due to RIN price reduction.

#### Fuel Station Services

Revenue from Fuel Station Services increased by $6.3 million or 14%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to an increase in GGE volume from OPAL-owned and third-party stations and project construction timing.

Revenue from Fuel Station Services increased by $27.6 million, or 23%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This is primarily related to a $8.3 million increase in revenues from RIN and LCFS minting services from the new facilities (Prince William and Polk), a $20.7 million increase in RIN volume, a $5.7 million increase in GGE volume, a $2.7 million increase due to services driven by higher GGE volume and rate, a $1.5 million increase due to project construction timing, a $0.7 million increase in brown gas sales, and a $12.5 million decrease due to RIN price reduction.

#### Renewable Power

Revenue from Renewable Power decreased by $4.1 million, or 32%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to a $4.0 million decrease from the termination of an ISCC Carbon Credit contract in the fourth quarter of 2024, related to the Pioneer, Old Dominion, and West Covina facilities.

Revenue from Renewable Power decreased by $11.0 million, or 31%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. This is primarily related to an $11.4 million decrease from the termination of an ISCC Carbon Credit contract in the fourth quarter of 2024, related to the Pioneer, Old Dominion, and West Covina facilities.

### Cost of sales

#### RNG Fuel

Cost of sales from RNG Fuel increased by $1.8 million, or 18%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This increase is primarily related to a $2.2 million increase from Polk, which commenced operations in the fourth quarter of 2024, and an $0.5 million decrease from Prince William due to decrease in production volumes.

Cost of sales from RNG Fuel increased by $8.7 million, or 33%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This increase is primarily related to $5.6 million increase from Polk, which commenced operations in the fourth quarter of 2024, $4.3 million increase from Prince William, which commenced operations in the second quarter of 2024, $1.6 million decrease from GreenTree.

#### Fuel Station Services

Cost of sales from Fuel Station Services increased by $6.6 million, or 20%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to a $2.5 million increase in dispensing fees, a $1.7 million increase in FPA tolling expense, a $2.2 million increase in construction costs, and an $0.4 million increase in services and other costs.

Cost of sales from Fuel Station Services increased by $23.8 million, or 25%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This is primarily related to a $14.0 million increase in dispensing fees, a $7.2 million increase in FPA tolling expense, and a $2.9 million increase in construction costs.

#### Renewable Power

Cost of sales from Renewable Power decreased by $1.9 million, or 24%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to an $0.9 million decrease in royalties related to the corresponding decrease in ISCC Carbon Credit revenues and a $1.0 million decrease primarily driven by the timing of major maintenance and other expenses.

Cost of sales from Renewable Power decreased by $6.4 million, or 24% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This is primarily related to a $3.1 million decrease in royalties related to corresponding decrease in ISCC Carbon Credit revenues, and a $3.3 decrease primarily driven by the timing of major maintenance and other expenses.

### Project development and start up costs

Project development and startup costs decreased by $4.3 million, or 63%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to virtual pipeline costs related to Prince William and Polk facilities.

Project development and startup costs increased by $1.6 million, or 15%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This is primarily related to virtual pipeline costs related to Prince William and Polk facilities.

### Selling, general, and administrative

Selling, general, and administrative expenses increased by a total of $1.7 million, or 13%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to increases in professional fees, compensation costs, and advocacy expenses offset by stock compensation.

Selling, general, and administrative expenses increased by a total of $8.3 million, or 21%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This is primarily related to an increase in professional fees, compensation costs, stock compensation, and general corporate expenses.

### Depreciation, amortization, and accretion

Depreciation, amortization, and accretion increased by a total of $0.9 million, or 19%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to depreciation expense on Polk, which became operational in the fourth quarter of 2024.

Depreciation, amortization, and accretion increased by a total of $4.1 million, or 32%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This is primarily related to depreciation expense on Prince William and Polk, which became operational in the second and fourth quarter of 2024, respectively, as well as additional depreciation expense on fuel station services.

### Income from equity method investments

Net income attributable to equity method investments decreased by $3.2 million, or 83%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to a decrease in the realized price of RINs sold on operating facilities.

Net income attributable to equity method investments decreased by $10.0 million, or 84% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This is primarily related to a decrease in the realized price of RINs sold on operating facilities.

### Interest and financing expense, net

Interest and financing expenses, net increased by $1.9 million, or 37%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to an increase in the drawn balance of the OPAL Term Loan.

Interest and financing expenses, net increased by $5.4 million, or 38%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This is primarily related to an increase in the drawn balance of the OPAL Term Loan.

### Change in fair value of derivative instruments, net

Change in fair value of derivatives decreased by $0.3 million or 100% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, due to no gain associated with the mark-to-market adjustments to the earnout liabilities in the current period.

Change in fair value of derivatives decreased by $1.2 million or 81% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 due to a lower gain associated with the mark-to-market adjustments to the earnout liabilities in the current period.

### Other income

Other income decreased by $0.5 million or 80% the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily related to a decrease in other income from environmental attributes and insurance gain.

Other income increased by $0.4 million, or 25%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily related to an increase in gain on note receivable.

### Income tax benefit

Income tax benefit increased by $5.7 million or 64% for three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is primarily related to receipt of net proceeds from sale of Investment Tax Credits ("ITCs") for Polk.

Income tax benefit increased by $27.4 million or 307% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This is primarily related to receipt of net proceeds from sale of ITCs for Prince William, Sapphire and Polk.

### Net income attributable to redeemable non-controlling interests

Net income attributable to redeemable non-controlling interests decreased by $4.8 million, or 40%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The net income for the three months ended September 30, 2025 and 2024 reflects the portion of earnings belonging to OPAL Fuels equity holders. The decrease is primarily attributable to lower net income in the current period compared to the same prior-year period.

Net income attributable to redeemable non-controlling interests for the nine months ended September 30, 2025 increased by $0.4 million, or 4%, compared to the nine months ended September 30, 2024. The increase is primarily attributable to higher net income in the current period compared to the same prior-year period.

### Net income attributable to non-redeemable non-controlling interests

Net income attributable to non-redeemable non-controlling interests remained flat for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Net income attributable to non-redeemable non-controlling interests remained flat for the nine months ended September 30, 2025, compared to nine months ended September 30, 2024.

### Dividends on redeemable preferred non-controlling interests

Dividends on redeemable preferred non-controlling interests remained flat for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024.

### Liquidity and Capital Resources

### Liquidity

As of September 30, 2025, our liquidity was $183.8 million, consisting of $138.4 million of unused capacity under our $450.0 million senior secured credit facility, $15.5 million of unused capacity under the associated revolver, and $29.9 million of cash and cash equivalents.

We expect that our available cash together with our other assets, expected cash flows from operations, and access to expected sources of capital will be sufficient to meet our existing commitments for a period of at least twelve months from the date of this report. Any reduction in demand for our products or our ability to manage our production facilities may result in lower cash flows from operations which may impact our ability to make investments and may require changes to our growth plan.

To fund future growth, we anticipate seeking additional capital through equity or debt financings. The amount and timing of our future funding requirements will depend on many factors, including the pace and results of our project development efforts. We may be unable to obtain any such additional financing on acceptable terms or at all. Our ability to access capital when needed is not assured and, if capital is not available when, and in the amounts needed, we could be required to delay, scale back or abandon some or all of our development programs and other operations, which could materially harm our business, prospects, financial condition, and operating results.

As part of our operations, we have arrangements for office space for our corporate headquarters under the Administrative Services Agreement as well as operating leases for office space, warehouse space, and our vehicle fleet.

We intend to make payments under our various debt instruments when due and pursue opportunities for earlier repayment and/or refinancing if and when these opportunities arise.

See Note 3. *Borrowings,* to our condensed consolidated financial statements.

#### OPAL Term Loan

On March 3, 2025, OPAL Fuels Intermediate HoldCo LLC, as the borrower (the “Borrower”), certain subsidiaries of the Borrower, as guarantors (the “Guarantors”), the lenders and issuers of letters of credit party thereto and Bank of America, N.A. as the administrative agent (the “Administrative Agent”) entered into that certain Amendment No. 1 to Credit and Guarantee Agreement (the “Credit Agreement Amendment”), with respect to that certain Credit and Guarantee Agreement (the “Credit Agreement”) dated September 1, 2023, by and among the Borrower, the Administrative Agent, the financial institutions from time to time parties thereto as lenders and as issuers of letters of credit, and the other agents and persons from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time).

The Credit Agreement Amendment makes certain changes to the applicability of certain financial covenants and modifies other covenants to clarify the use of loan proceeds. Additionally, the Credit Agreement Amendment permits the organizational restructuring of the Guarantors in a manner designed to facilitate the sale of federal investment tax credits and the ability to raise additional future capital.

The Credit Agreement Amendment also eases the conditions precedent to making new Projects eligible for borrowing under the Credit Agreement, extends the availability period for delay draw term loans under the Credit Agreement through March 5, 2026, and extends the commencement of repayment of such term loans until March 31, 2026.

In connection with the Credit Agreement Amendment, the Borrower paid the Administrative Agent, for the account of each lender, a one-time nonrefundable fee of $1.25 million.

As of September 30, 2025 and December 31, 2024, the outstanding loan balance (current and non-current) excluding deferred financing costs was $331.6 million and $286.6 million, respectively.

The Company has the ability, during the delayed draw availability period and subject to the satisfaction of certain credit and project-related conditions precedent, to join other newly acquired subsidiaries with comparable renewable projects in development under the credit facility for comparable funding. As of September 30, 2025, the Company is in compliance with the financial covenants under the OPAL Term Loan.

#### Sunoma Loan

On August 27, 2020, Sunoma, an indirect wholly-owned subsidiary of the Company entered into a debt agreement (the "Sunoma Loan Agreement") with Live Oak Banking Company for an aggregate principal amount of $20 million. Sunoma paid $0.6 million in financing fees. The amounts outstanding under the Sunoma Loan are secured by the assets of Sunoma. On July 19, 2022, Sunoma completed the conversion of the construction loan into a permanent loan and increased the commitment from $20.0 to $23.0 million. The maturity date is July 19, 2033. The outstanding loans under the Sunoma Loan Agreement bear interest at an annual fixed rates of 7.8%, and 8.2% per annum during the term.

The Sunoma Loan Agreement contains certain financial covenants which require Sunoma to maintain (i) a maximum debt to net worth ratio not to exceed 5:1, (ii) a minimum current ratio not less than 1.0 and (iii) a minimum debt service coverage ratio of trailing four quarters not less than 1.25. As of September 30, 2025, Sunoma is in compliance with the financial covenants under the Sunoma Loan Agreement.

As of September 30, 2025 and December 31, 2024, the outstanding loan balance (current and non-current) excluding deferred financing costs was $19.5 million and $20.8 million, respectively.

The significant assets of Sunoma, as well as those of other consolidated variable VIEs, are parenthesized in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024.

#### Redeemable Series A Preferred Units of OPAL Fuels LLC

In November 2021, NextEra subscribed for an aggregate of $100,000,000 of Series A preferred units issued by OPAL Fuels LLC, a consolidated subsidiary of OPAL Fuels, Inc. The Series A preferred units have limited rights to prevent OPAL Fuels LLC from taking certain actions including (i) major issuances of new debt or equity (ii) executing transactions with affiliates which are not at arm-length basis (iii) major disposition of assets and (iv) major acquisition of assets outside of OPAL Fuels LLC’s primary business. The Series A preferred units are entitled to receive dividends at the rate of 8% per annum. Dividends begin accruing for each unit from the date of issuance and are payable each quarter end regardless of whether they are declared. The dividends are mandatory and cumulative. The Company was allowed to elect to issue additional Series A preferred units (paid-in-kind) in lieu of cash for the first eight dividend payment dates. As of September 30, 2025 and December 31, 2024, there was no accrued preferred dividend payable.

At any time after issuance, OPAL Fuels LLC may redeem the Series A preferred units for a price equal to original issue price of $100 per unit plus any accrued and unpaid dividends. Upon written notice from NextEra at any time after November 29, 2025, we would be required to redeem the Series A preferred units. In the event the Company does not redeem the Series A preferred units when requested, NextEra will have the following rights and remedies: (1) NextEra’s affiliate may extend the RNG Marketing Agreement by 12 months; or (2) the dividend rate would increase depending on the length of time the Series A preferred units remain unredeemed to up to 20% per annum, and if more than $25,000,000 preferred equity is outstanding for more than six months after November 29, 2025, NextEra may appoint a director to OPAL Fuel Inc.’s Board of Directors; or (3) NextEra may convert the Series A preferred equity into common equity of the OPAL Fuels LLC at a conversion price at a 20% to 30% discount to their value (the discount is 20% during the first 12 months after November 29, 2025, 25% for the next 12 months thereafter and 30% thereafter).

### Cash Flows

The following table presents the Company's cash flows for the nine months ended September 30, 2025 and 2024:

*(in thousands)*

|  | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: |
| Net cash provided by operating activities | $40,017 | $31,917 |
| Net cash used in investing activities | (69,933) | (86,546) |
| Net cash provided by financing activities | 34,971 | 31,581 |
| Net increase (decrease) in cash, restricted cash, and cash equivalents | $5,055 | $(23,048) |

#### Net Cash Provided by Operating Activities

Net cash provided by operating activities for the nine months ended September 30, 2025 was $40.0 million, an increase of $8.1 million compared to $31.9 million for the nine months ended September 30, 2024.

The increase was primarily attributable to higher net income driven by increased revenues, lower income from equity method investments, and higher non-cash items. These were partially offset by unfavorable changes in working capital and a decrease in distributions from equity method investments.

#### Net Cash Used in Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2025 was $69.9 million, a decrease of $16.6 million compared to the $86.5 million used in investing activities for the nine months ended September 30, 2024.

This was primarily driven by a decrease in payments made for the construction of various RNG generation and dispensing facilities in 2025 compared to 2024, an increase in distributions received from equity method investments, and a decrease in payments made for the purchase of short-term investments and an increase cash from notes receivable, partially offset by higher contributions made to equity method investments.

#### Net Cash Provided by Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2025 was $35.0 million, an increase of $3.4 million compared to the net cash used in financing activities of $31.6 million for the nine months ended September 30, 2024.

This was primarily driven by an increase in proceeds from long-term loans, a decrease in dividend payments on redeemable preferred non-controlling interests, and an increase related to the acquisition of a controlling interest. These were partially offset by long-term loan repayments and higher financing costs paid to third parties.

#### Capital expenditures and other cash commitments

We require cash to fund our capital expenditures, operating expenses and working capital and other requirements, including costs associated with fuel sales; outlays for the design and construction of new Fueling Stations and RNG production facilities; debt repayments and repurchases; maintenance of our electrification production facilities supporting our operations, including maintenance and improvements of our infrastructure; supporting our sales and marketing activities, including support of legislative and regulatory initiatives; any investments in other entities; any mergers or acquisitions, including acquisitions to expand our RNG production capacity; pursuing market expansion as opportunities arise, including geographically and to new customer markets; and to fund other activities or pursuits and for other general corporate purposes.

As of September 30, 2025, we anticipate spending of approximately $144.3 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.

In addition to the above, we also have lease commitments on our vehicle fleets and office leases and quarterly amortization payment obligations under various debt facilities. Please see Note 3. *Borrowings* and Note 12. *Commitments and Contingencies* to our condensed consolidated financial statements for additional information.

We plan to fund these expenditures primarily through cash on hand, cash generated from operations and availability under existing debt facilities.

## Market risk

As filed, 121 characters.

The Company is not required to provide the information required by this Item because it is a “smaller reporting company.”

## Controls and procedures

As filed, 2,436 characters.

#### Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Co-Chief Executive Officers and our Chief Financial Officer (our co-principal executive officers and principal financial officer, respectively), evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. The term “disclosure controls and procedures,” as defined in the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on that evaluation of our disclosure controls and procedures as required by Rules 13a-15(b) or 15d-15(b) under the Exchange Act, as of September 30, 2025, our Co-Chief Executive Officers and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective for the period covered by this report.

#### Changes in Internal Controls over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) was identified in the evaluation required by Rule 13a-15(d) or 15d-15(d) under the Exchange Act during the quarter ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 534 characters.

Except as described below, there have been no material changes from the “Risk Factors” previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 17, 2025, as supplemented by our Quarterly Reports on Form 10-Q. The risks described in such reports are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Filed Nov 7, 2025.
Source: SEC EDGAR, the filing index for accession 0001628280-25-050643. Last ingested by Listed: Oct 24, 2026, 15:15 ET. No prices; not investment advice.