# OPAL Fuels Inc.: Form 10-Q for the period ended Mar 31, 2026

- Company: [OPAL Fuels Inc.](/companies/opal.md) (CIK 1842279)
- Form: 10-Q
- Filed: 2026-05-11
- Accepted by EDGAR: May 9, 2026, 00:18 ET
- Period: 2026-03-31
- Accession: 0001628280-26-033091
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1842279/000162828026033091/wdq-20260331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1842279/000162828026033091/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-01-01 to 2026-03-31 | $67.4m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Research and development | 3 months, 2026-01-01 to 2026-03-31 | $1.8m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months, 2026-01-01 to 2026-03-31 | $15.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2026-01-01 to 2026-03-31 | −$4.8m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2026-01-01 to 2026-03-31 | $6.6m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2026-01-01 to 2026-03-31 | −$5.7m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-01-01 to 2026-03-31 | −$5.6m | us-gaap:ProfitLoss |
| Diluted EPS | 3 months, 2026-01-01 to 2026-03-31 | −$0.09 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-01-01 to 2026-03-31 | −$0.09 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-01-01 to 2026-03-31 | 28,298,861 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2026-01-01 to 2026-03-31 | $12.9m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2026-01-01 to 2026-03-31 | $24.4m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2026-03-31 | $133.2m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2026-03-31 | $213.4m | us-gaap:AssetsCurrent |
| Total assets | at 2026-03-31 | $1.06bn | us-gaap:Assets |
| Current liabilities | at 2026-03-31 | $97.1m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-03-31 | $548.7m | us-gaap:Liabilities |
| Long-term debt | at 2026-03-31 | $456.6m | us-gaap:LongTermDebt |
| Shareholders' equity | at 2026-03-31 | $8.2m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 46,815 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 March 31, 2026 and for the three months ended March 31, 2026 and 2025, and the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 16, 2026. In addition to historical information, this discussion and analysis includes certain forward-looking statements which reflect our current expectations. The Company's actual results may materially differ from these forward-looking statements.*

### Overview

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

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

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.

### 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, 2025. 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, 2025.

### 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*" within our Annual Report on Form 10-K for the year ended December 31, 2025.

#### 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 annually sets proposed renewable volume obligations ("RVOs") for D3 RINs in accordance with the mandates established by the Energy Independence and Security Act of 2007. In June 2023, the EPA set RVOs for 2023 through 2025 via a new Set rule. This three year RVO is expected to reduce volatility in RIN pricing for the associated period. On the state level, the economics of RNG are enhanced by low-carbon fuel initiatives, particularly well-established programs in California, Washington and Oregon (with several other states also actively considering LCFS initiatives similar to those in California, Washington and Oregon). Federal and state regulatory developments could result in significant future changes to market demand for the RINs and LCFS credits we produce. This would have a corresponding impact to our revenue, net income, and cash flow.

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, 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 our risk factor titled *"The financial performance of our business depends upon tax and other government incentives for the generation of RNG and Renewable Power, any of which could change at any time and such changes may negatively impact our growth strategy."* within our Annual Report on Form 10-K for the year ended December 31, 2025. Government regulations have become increasingly stringent and complying with changes in regulations may result in significant additional operating expenses.

#### 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 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 the Fuel Station Services segment, we provide construction and maintenance services to third-party owners of vehicle Fueling Stations and perform fuel dispensing activities including generation and minting of environmental credits. This segment includes:
- Manufacturing division that builds compact fueling systems and defueling systems;
- Design/Build contracts where the Company serves as general contractor for construction of Fueling Stations, typically structured as Guarantee Maximum Price or fixed priced contracts for customers, generally lasting less than one year;
- 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 Portfolio.** The Renewable Power segment generates Renewable Power and associated Environmental Attributes through combustion of biogas from landfills which is then sold to public utilities throughout the United States. Please see *Note 7. Reportable Segments and Geographic Information* to our condensed consolidated financial statements for additional information.

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

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 March 31, 2026 and December 31, 2025. No other single customer accounted for 10% or greater of our consolidated accounts receivables in these periods:

|  | March 31, 2026 | December 31, 2025 |
| --- | --- | ---: |
| Customer A (1) | 35.9% | 20.7% |
| Customer B | \* | 11.0% |
| Customer C | \* | 11.6% |
| Customer D | \* | 19.4% |

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

\*Less than 10%

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 March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Customer A | 39.0% | 42.9% |
| Customer B | 10.7% | \* |

\*Less than 10%

### Results of Operations for the three months ended March 31, 2026 and 2025:

### Operational data

The following table summarizes the operational data achieved for the three months ended March 31, 2026 and 2025:

### Landfill RNG Facility Capacity and Utilization Summary

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Design Capacity (Million MMBtus) (1) | 2.2 | 2.1 |
| Volume of Inlet Gas (Million MMBtus) (2) | 1.5 | 1.4 |
| Inlet Design Capacity Utilization % (2) | 72% | 69% |
| RNG Fuel volume produced (Million MMBtus) (3) | 1.1 | 1.1 |
| Utilization of Inlet Gas % (4) | 76% | 77% |

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

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

(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 LFG (i.e., concentrations of methane, oxygen, nitrogen, and other gases). We generally expect Utilization of Inlet Gas to be in the range of 80% to 90%. Excludes Sunoma and Biotown.

### Renewable Power Capacity and Utilization Summary

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Nameplate Capacity (MW per hour)(1) | 105.8 | 105.8 |
| Nameplate Capacity for the period (Millions MWh) (1) | 0.23 | 0.23 |
| Renewable Power produced ( Millions MWh) | 0.09 | 0.08 |
| Design Capacity Utilization (%) (2) | 39% | 37% |

(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), our Design Capacity Utilization is expected to remain below 50%.

### RNG Projects

Below is a table setting forth the RNG projects in operation and construction in our portfolio as of March 31, 2026:

| RNG Projects in Operation: | OPAL's Share of Design Capacity (MMbtus per year) (1) | Source of Biogas | Ownership |
| --- | ---: | --- | ---: |
| Greentree | 1,061,712 | LFG | 100% |
| Imperial | 1,061,712 | LFG | 100% |
| Emerald (2) | 1,327,140 | LFG | 50% |
| Sapphire (2) | 796,284 | LFG | 50% |
| New River | 663,570 | LFG | 100% |
| Noble Road (2) | 464,499 | LFG | 50% |
| Pine Bend (2) | 424,685 | LFG | 50% |
| Biotown (2) | 43,750 | Dairy | 10% |
| Sunoma (3) | 176,297 | Dairy | 90% |
| Prince William | 1,725,282 | LFG | 100% |
| Polk County | 1,060,000 | LFG | 100% |
| Atlantic (2) | 331,785 | LFG | 50% |
| Total | 9,136,716 |  |  |
| **RNG Projects in Construction:** |  |  |  |
| Hilltop (4),(6) | 255,500 | Dairy | 100% |
| Vander Schaaf (4),(6) | 255,500 | Dairy | 100% |
| Burlington (2),(5),(6) | 459,900 | LFG | 50% |
| Cottonwood (5),(6) | 664,884 | LFG | 100% |
| Kirby Canyon (5),(6) | 663,570 | LFG | 100% |
| Total | 2,299,354 |  |  |

30

### RNG Fuel Production, Sales, and Delivery

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| RNG Fuel volume produced (Million MMBtus) | 1.2 | 1.1 |
| RNG Fuel volume sold (Million GGEs) | 17.9 | 19.5 |
| Total volume delivered (Million GGEs) | 39.0 | 40.6 |

### Comparison of the three months ended March 31, 2026 and 2025

The following table presents the period-over-period change for each line item in our condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025.

*(in thousands)*

| Revenues: | Three Months Ended March 31, 2026 | 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| RNG fuel | $21,638 | $27,599 | $(5,961) | (22)% |
| Fuel Station Services | 44,566 | 50,678 | (6,112) | (12)% |
| Renewable Power | 7,171 | 7,130 | 41 | 1% |
| Total revenues | 73,375 | 85,407 | (12,032) | (14)% |
| **Operating expenses:** |  |  |  |  |
| Cost of sales - RNG fuel | 12,829 | 12,153 | 676 | 6% |
| Cost of sales - Fuel station services | 35,390 | 39,722 | (4,332) | (11)% |
| Cost of sales - Renewable power | 5,630 | 6,762 | (1,132) | (17)% |
| Project development and startup costs | 1,815 | 6,081 | (4,266) | (70)% |
| Selling, general and administrative | 15,184 | 15,967 | (783) | (5)% |
| Depreciation, amortization, and accretion | 5,613 | 5,942 | (329) | (6)% |
| Loss from equity method investments | 1,757 | 722 | 1,035 | 143% |
| Total operating expenses | 78,218 | 87,349 | (9,131) | (10)% |
| Operating loss | (4,843) | (1,942) | (2,901) | (149)% |
| **Other expense** |  |  |  |  |
| Interest and financing expense | (6,644) | (6,450) | (194) | (3)% |
| Interest income | 760 | 385 | 375 | 97% |
| Other (expense) income, net | (575) | 1,254 | (1,829) | (146)% |
| Net loss before income tax benefit | (11,302) | (6,753) | (4,549) | (67)% |
| Income tax benefit | 5,709 | 8,037 | (2,328) | (29)% |
| Net (loss) income | (5,593) | 1,284 | (6,877) | (536)% |
| Net loss attributable to redeemable non-controlling interest | (12,567) | (1,174) | (11,393) | (970)% |
| Net income attributable to non-redeemable non-controlling interest | 82 | 76 | 6 | 8% |
| Accretion of the redeemable preferred non-controlling interest to its redemption amount | 9,534 | 2,617 | 6,917 | 264% |
| Net loss attributable to Class A common stockholders | $(2,642) | $(235) | $(2,407) | (1024)% |

31

### Revenues

*(in thousands)*

| RNG Fuel | Three Months Ended March 31, 2026 | 2025 | $ Change |
| --- | ---: | ---: | ---: |
| Brown gas sales | $2,821 | $1,457 | $1,364 |
| Environmental attributes | 18,230 | $25,830 | (7,600) |
| Other | 587 | $312 | 275 |
| **Total RNG Fuel** | 21,638 | 27,599 | (5,961) |
| **Fuel Station Services** |  |  |  |
| OPAL owned stations | 5,951 | 4,906 | 1,045 |
| Environmental attributes | 11,498 | 17,252 | (5,754) |
| RNG marketing (1) | 9,691 | 11,274 | (1,583) |
| Third party station service and maintenance | 6,800 | 7,070 | (270) |
| Construction | 4,899 | 7,991 | (3,092) |
| Lease revenues (2) | 5,727 | 2,185 | 3,542 |
| **Total Fuel Station Services** | 44,566 | 50,678 | (6,112) |
| **Renewable Power** |  |  |  |
| Electricity sales | 5,792 | 5,256 | 536 |
| Environmental attributes (3) | 713 | 821 | (108) |
| Capacity | 383 | 749 | (366) |
| Lease revenues (4) | 232 | 256 | (24) |
| Other (5) | 51 | 48 | 3 |
| **Total Renewable Power** | 7,171 | 7,130 | 41 |
| **Total revenues** | $73,375 | $85,407 | $(12,032) |
| Revenue from contracts with customers | $67,416 | $82,966 | $(15,550) |
| Revenue from lease arrangements | $5,959 | $2,441 | $3,518 |

(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 $2.2 million and $— respectively, for the three months ended March 31, 2026 and 2025, from customers domiciled outside of the United States. All remaining lease revenue relates to operating leases.

(3) Includes revenues of $— and $3.6 million respectively, for the three months ended March 31, 2026 and 2025, from customers domiciled outside of the United States.

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

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

#### RNG Fuel

Revenue from RNG Fuel decreased by $6.0 million or 22% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This decrease was primarily a decrease in the sale of environmental attributes. The decrease in environmental attributes was primarily related to a $4.8 million decrease in RIN volume, and a $2.9 million decrease due to RIN price reduction. Partially offset by $1.4 million increase in brown gas sale due to increase in prices.

#### Fuel Station Services

Revenue from Fuel Station Services decreased by $6.1 million or 12%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily related to a decrease of $1.6 million in RIN and LCFS minting services, $0.5 million due to lower RIN price partially offset by higher LCFS price, decrease of $5.2 million attributed to lower dispensing and $3.1 million driven by construction projects delays. Offset by sales type leases increase of $3.5 million is due to increase in lease revenues of $2.2 million due to the commencement of a sales-type outside the United States as well as increase in operating leases $1.3 million in United States and $1.0 million due to increase in GGEs in OPAL owned stations.

#### Renewable Power

Revenue from Renewable Power was flat for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 as increase in revenues from higher generation was offset by lower environmental attributes.

### Cost of sales

#### RNG Fuel

Cost of sales from RNG Fuel increased by $0.7 million, or 6%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This increase is primarily related to a $1.3 million increase in gas expense, $1.0 million increase in maintenance and $0.3 million higher utilities. This was partially offset by $2.0 million in royalties due to lower environmental credit revenues.

#### Fuel Station Services

Cost of sales from Fuel Station Services decreased by $4.3 million, or 11%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily related to a $5.8 million decrease in dispensing fees driven by lower RIN pricing, offset by a $1.5 million increase in FPA tolling expense driven by higher volumes.

#### Renewable Power

Cost of sales from Renewable Power decreased by $1.1 million, or 17%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily related to an $0.7 million decrease in major maintenance and a $0.4 million decrease primarily driven by the timing of non-labor and other expenses.

### Project development and startup costs

Project development and startup costs decreased by $4.3 million, or 70%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily related to virtual pipeline costs related to Prince William and Polk facilities.

### Selling, general, and administrative

Selling, general, and administrative expenses decreased by a total of $0.8 million, or 5%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily related to decreases in compensation costs, and advocacy expenses offset by IT and marketing.

### Depreciation, amortization, and accretion

Depreciation, amortization, and accretion decreased by a total of $0.3 million, or 6%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily related to lower depreciation expense in Renewable Power.

### Loss from equity method investments

Net loss attributable to equity method investments increased by $1.0 million, or 143%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily related to a decrease in the realized price of RINs sold on operating facilities and lower production primarily at Pine Bend and Emerald.

### Interest and financing expense, net

Interest and financing expenses, net decreased by $0.2 million, or 3%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily related to an increase in interest income from sales-type lease, decrease in interest rates, partially offset by an increase in the average outstanding loan balance.

### Other (expense) income

Other income decreased by $1.8 million or 146% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily related to change in fair value of warrants.

### Income tax benefit

Income tax benefit decreased by $2.3 million or 29% for three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily driven by lower generation of transferable tax credits in 2026 compared to 2025.

### Net (loss) income attributable to redeemable non-controlling interest

Net (loss) income attributable to redeemable non-controlling interest increased by $11.4 million, or 970%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The net loss for the three months ended March 31, 2026 and 2025 reflects the portion of earnings belonging to OPAL Fuels equity holders. The increase is primarily attributable to higher net loss in the current period compared to the same prior-year period.

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

Net income attributable to non-redeemable non-controlling interest remained flat for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

### Accretion of the redeemable preferred non-controlling interest to its redemption amount

Accretion of the redeemable preferred non-controlling interest to its redemption amount increased by $6.9 million or 264% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily driven by accretion to redemption value following the issuance of redeemable preferred non-controlling interests in March 2026.

### Liquidity and Capital Resources

### Liquidity

As of March 31, 2026, our liquidity was $232.5 million, consisting of $39.3 million of unused capacity under the revolver, $60.0 million of undrawn preferred stock facility commitments and $133.2 million of cash and cash equivalents. Refer to *Note 3. Loans.*

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

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. In the fourth quarter of 2025, NextEra exercised its redemption option to redeem the preferred units. The Units were redeemed in the first quarter of 2026. Refer to *Note 8. Redeemable Non-controlling Interest, Redeemable Preferred Non-controlling Interest and Stockholders' Equity* for additional details.

#### OPAL Term Loan

During the three months ended March 31, 2026, the Company drew $128.4 million under its term loan facility pursuant to its existing credit agreement. A portion of the proceeds from the borrowing was used to repay $20.0 million outstanding under the revolving loan facility. As of March 31, 2026, the Company had utilized $10.7 million of availability under the revolver loan to provide for the issuance of letters of credit to support the operations of the Borrower and the Guarantors.

During the three months ended March 31, 2026, the Company commenced principal payments under its credit agreement. In addition, beginning in the first quarter of 2026, the Company is subject to a quarterly cash sweep pursuant to which, within two business days after the required delivery of quarterly financial statements, a percentage of distributable cash is required to be applied to repay outstanding borrowings, with the applicable percentage determined based on the Company’s consolidated debt to cash flow ratio. If the required financial statements are not delivered within the specified timeframe, 100% of distributable cash is required to be applied to the cash sweep.

As of March 31, 2026 and December 31, 2025, the outstanding loan balance (current and non-current) excluding deferred financing costs was $437.5 million and $341.6 million, respectively.

We have the ability, during the delayed draw availability period, which expired in March 2026, and subject to the satisfaction of certain credit and project-related conditions precedent, to join other newly acquired subsidiaries with comparable renewable projects in development under the credit facility for comparable funding. As of March 31, 2026, we are in compliance with the financial covenants under the OPAL Term Loan.

#### Sunoma Loan

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

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 March 31, 2026, Sunoma is in compliance with the financial covenants under the Sunoma Loan Agreement.

As of March 31, 2026 and December 31, 2025, the outstanding loan balance (current and non-current) excluding deferred financing costs was $18.5 million and $19.1 million, respectively.

The significant assets of Sunoma, as well as those of other consolidated variable VIEs, are presented in a separate table below the consolidated balance sheets as of March 31, 2026 and December 31, 2025. See *Note 2. Investments in other entities and Variable Interest Entities* for additional information.

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

In November 2021, NextEra subscribed for an aggregate of $100.0 million of Series A preferred units issued by OPAL Fuels LLC, a consolidated subsidiary of OPAL Fuels, Inc.

On March 6, 2026, OPAL Fuels LLC (“Opal Fuels”), the Company’s primary operating consolidated subsidiary, entered into a subscription agreement (“Subscription Agreement”) with Preferred Fuels LLC, (“Preferred Fuels” or “Investor”), an entity under common control with the Company. Pursuant to the Subscription Agreement Preferred Fuels committed to purchase up to $180.0 million (the “Offering”) of Series A preferred units of Opal Fuels in multiple closings. At the initial closing on March 6, 2026, Preferred Fuels purchased 1,200,000 preferred units for aggregate proceeds of $120.0 million. OPAL Fuels may, in its sole discretion, require Preferred Fuels to fund up to an additional $60.0 million (or “Undrawn Commitment”) within one year of the initial closing (“or Availability Period”), subject to the terms of the Subscription Agreement. Additionally, pursuant to the Subscription Agreement, the Investor also has a right of first offer to purchase up to an additional 700,000 Units for an aggregate purchase price of up to $70.0 million in the Offering in the event that OPAL Fuels intends to sell any additional units prior to the two (2) year anniversary of the initial closing. Opal Fuels used the proceeds received from the issuance of the Series A preferred units on March 6, 2026 to redeem all of the previously issued and outstanding Series A preferred units with Nextera.

In connection with the initial closing on March 6, 2026, OPAL Fuels Inc. issued to Preferred Fuels warrants (“Warrants”) to purchase up to 2,160,000 shares of Class A common stock (the “Warrant Shares”) at an exercise price per share of $2.67, subject to customary anti-dilution adjustments. The Warrants expire on March 6, 2034. A holder of the Warrants shall not have the right to exercise the Warrants without prior approval by the Company’s Board of Directors to the extent that after giving effect to such exercise, such person would beneficially own in excess of 19.9% of the Company’s outstanding common stock immediately after giving effect to such exercise. Up to 720,000 shares of the Warrant Shares are forfeitable if Preferred Fuels fails to fund issuance of the remaining Series A preferred units during the Availability Period provided Opal Fuels requested such funding. As of March 31, 2026, no drawdown request has been made.

Additionally, up to 840,000 shares issuable on a pro rata basis upon future purchases by Preferred Fuels of up to an additional 700,000 Series A preferred units (up to $70.0 million) within two years of the initial closing pursuant to its right of first offer. No Subsequent Warrant Shares have been issued as of March 31, 2026.

The Company recorded Series A preferred units as redeemable noncontrolling interest in its condensed consolidated financial statements at the amount of proceeds received, less the fair value of the Warrants of $2.8 million and directly attributable issuance costs of $3.3 million. The Series A preferred units are subsequently remeasured to their redemption value as of each reporting date as if such reporting date were the redemption date, with changes in carrying amount recorded as adjustments to additional paid-in capital to the extent available, with any excess recorded to accumulated deficit. The Company concluded that the Warrants are not indexed to the Company’s equity. The Warrants are accounted for as liabilities in the Company’s condensed consolidated financial statements with changes in fair value recognized in other (expense) income, net.

### 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 8% per annum. The Series A preferred units are entitled to preferred quarterly distributions at a rate of 12% per annum (“Preferred Coupon”), compounding quarterly. Dividends on each series begin accruing from the issuance date, are mandatory and cumulative. OPAL Fuels may elect to pay up to 2% per annum of the 12% Series A Preferred Coupon in kind through the issuance of additional Series A preferred units.

**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.

### Cash Flows

The following table presents our cash flows for the three months ended March 31, 2026 and 2025:

*(in thousands)*

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Net cash provided by operating activities | $12,916 | $29,679 |
| Net cash used in investing activities | (19,384) | (9,277) |
| Net cash provided by (used in) financing activities | 115,124 | (4,732) |
| Net increase in cash, restricted cash, and cash equivalents | $108,656 | $15,670 |

#### Net Cash Provided by Operating Activities

Net cash provided by operating activities for the three months ended March 31, 2026 was $12.9 million, a decrease of $16.8 million compared to $29.7 million for the three months ended March 31, 2025.

This was primarily attributable to unfavorable changes in working capital, higher net loss and lower noncash items.

#### Net Cash Used in Investing Activities

Net cash used in investing activities for the three months ended March 31, 2026 was $19.4 million, an increase of $10.1 million compared to the $9.3 million used in investing activities for the three months ended March 31, 2025.

This was primarily attributable to an increase in payments made for the construction of various RNG generation and dispensing facilities in 2026 compared to 2025 and a decrease in distributions received from equity method investments. These were partially offset by lower contributions made to equity method investments.

#### Net Cash Provided by Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2026 was $115.1 million, an increase of $119.9 million compared to the net cash used in financing activities of $4.7 million for the three months ended March 31, 2025.

This was primarily attributable to an increase in proceeds from long-term loans and an increase in from the issuance of preferred stock. These were partially offset by redemption of shares of preferred stock and an increase in repayment of loans.

#### 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 March 31, 2026, we anticipate spending of approximately $155.0 million in capital expenditures for the next 12 months for RNG projects, fuel stations and our share of contributions in our equity method investment projects. This includes projects which have not been fully committed. These expenditures do not include any expected contributions from our joint venture partners and primarily relate to our development and construction of new renewable energy facilities and the purchase of equipment used in our Fueling Station services and Renewable Power operations.

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. Loans 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.

## Controls and procedures

As filed, 2,428 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 March 31, 2026, 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 March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 479 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, 2025, filed with the SEC on March 16, 2026. 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 May 11, 2026.
Source: SEC EDGAR, the filing index for accession 0001628280-26-033091. Last ingested by Listed: Oct 24, 2026, 15:15 ET. No prices; not investment advice.