Form 8-K

8-K — OPAL Fuels Inc.

Accession: 0001628280-26-054993

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0001842279

SIC: 4932 (GAS & OTHER SERVICES COMBINED)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — opal-20260810.htm (Primary)

EX-99.1 (opalfuelsq226earningsrelea.htm)

GRAPHIC (opaljpegaa.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: opal-20260810.htm · Sequence: 1

opal-20260810

0001842279FALSE00018422792026-08-102026-08-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2026

___________________________________

OPAL Fuels Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

(State or other jurisdiction of

incorporation)

001-40272

(Commission File Number)

80-0990453

(IRS Employer Identification No.)

One North Lexington Avenue, Suite 1450

White Plains, New York

10601

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (914) 705-4000

Not Applicable

(Former name or former address, if changed since last report)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

OPAL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On August 10, 2026, OPAL Fuels Inc. (the "Company") issued a press release regarding its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information disclosed under this Item 2.02 of this Current Report on Form 8-K, including the exhibit, is being "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. By filing this Current Report on Form 8-K and furnishing this information, the Company makes no statement or admission as to the materiality of any information in this Item 2.02 or the exhibit attached hereto.

This Current Report on Form 8-K, including the exhibit, contains forward-looking statements within the meaning of the federal securities laws. These forward looking statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibit 99.1 and in the other SEC reports of the Company, including that actual events or results may differ materially from those in the forward-looking statements.

Additionally, to supplement the Company’s financial statements presented in accordance with accounting principles generally accepted in the United States of America ("GAAP") in Exhibit 99.1, the Company uses a non-GAAP financial measure that it calls adjusted EBITDA ("Adjusted EBITDA"). This non-GAAP financial measure adjusts net income for interest and financing expense, net, net income attributable to non-redeemable non-controlling interests, depreciation, amortization and accretion, adjustments to reflect Adjusted EBITDA from equity method investments, fair value changes and non-recurring charges, stock-based compensation, major maintenance on Renewable Power, RNG development costs, and ITC proceeds, net. Management believes this non-GAAP financial measure provides meaningful supplemental information about the Company’s performance, for the following reasons: (1) it allows for greater transparency with respect to key metrics used by management to assess the Company’s operating performance and make financial and operational decisions; (2) the measure excludes the effect of items that management believes are not directly attributable to the Company’s core operating performance and may obscure trends in the business; (3) the measure better aligns revenues with expenses; and (4) the measure is used by institutional investors and the analyst community to help analyze the Company’s business. In future quarters, the Company may adjust for other expenditures, charges or gains to present non-GAAP financial measures that the Company’s management believes are indicative of the Company’s core operating performance.

Non-GAAP financial measures are limited as an analytical tool and should not be considered in isolation from, or as a substitute for, the Company’s GAAP results. The Company expects to continue reporting non-GAAP financial measures, adjusting for the items described above (and/or other items that may arise in the future as the Company’s management deems appropriate), and the Company expects to continue to incur expenses, charges or gains like the non-GAAP adjustments described above. Accordingly, unless expressly stated otherwise, the exclusion of these and other similar items in the presentation of non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent, or non-recurring. Adjusted EBITDA is not a recognized term under GAAP and does not purport to be an alternative to GAAP net income or any other GAAP measure as an indicator of operating performance. Moreover, because not all companies use identical measures and calculations, the Company’s presentation of Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies. Reconciliations of the non-GAAP financial measure to its most directly comparable GAAP financial measure can be found in the exhibit.

Item 9.01. Financial Statements and Exhibits

Exhibit Number

Description

99.1

Press release, issued by OPAL Fuels Inc., dated August 10, 2026.

104

Cover Page Interactive Data File.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 10, 2026

OPAL Fuels Inc.

By:

/s/ Kazi Hasan

Name:

Kazi Hasan

Title:

Chief Financial Officer

EX-99.1

Filename: opalfuelsq226earningsrelea.htm · Sequence: 2

Document

FOR IMMEDIATE RELEASE

OPAL Fuels Reports Second Quarter 2026 Results

WHITE PLAINS, N.Y. – (August 10, 2026) – OPAL Fuels (“OPAL Fuels” or the “Company”) (Nasdaq: OPAL) today announced financial and operating results for the three and six months ended June 30, 2026.

"Second quarter financial results were solid and in line with our expectations with adjusted EBITDA growth of 40% percent over the second quarter of last year," said Adam Comora, Co-Chief Executive Officer of OPAL Fuels. "Contribution from 45Z production tax credits, growth in our FSS segment, and G&A cost savings drove financial results in a flat RIN price environment versus last year. These results keep us on track to meet our annual guidance.”

"We continue to pursue opportunities to drive increased production and EBITDA at our existing operating facilities, which require minimal capital investment. In addition, we are advancing the construction of new RNG facilities that will expand our production capacity as they come online," said Jonathan Maurer, Co-Chief Executive Officer of OPAL Fuels. “Longer term growth for OPAL Fuels is underpinned by the structural economic advantage of natural gas versus diesel. Our vertically integrated model allows us to capitalize on this opportunity.”

Financial Highlights

•Adjusted EBITDA(1) for the three and six months ended June 30, 2026, was $23.1 million and $39.8 million compared to $16.5 million and $36.6 million for the comparable periods last year an increase of 40% and 9% respectively.

•Revenue for the three and six months ended June 30, 2026, was $83.4 million and $156.8 million respectively, an increase of 4% and a decrease of (5)% compared to the same periods last year.

•Net (loss) income for the three and six months ended June 30, 2026 was $(4.1) million and $(9.7) million, compared to $7.6 million and $8.8 million in the same periods last year.

•Basic and diluted net (loss) income per share attributable to Class A common shareholders for the three and six months ended months ended June 30, 2026 were $(0.05) and $(0.14) compared to $0.03 and $0.02 in the comparable period last year.

•In April we entered into a $100 million Master Agreement establishing the key terms and conditions to monetize section 45Z Production Tax Credits.

•At June 30, 2026, RNG Pending Monetization totaled $16.3 million.

(1) This is a non-GAAP financial measure. A reconciliation of this non-GAAP financial measure to its comparable GAAP financial measure has been provided in the financial tables included in this press release. An explanation of this measure and how it is calculated is also included below under the heading “Non-GAAP Financial Measures."

Operational Highlights

•RNG produced was 1.3 million and 2.4 million MMBtu for the three and six months ended June 30, 2026, an increase of 4% and 6% compared to the prior-year period.(2)

•The Fuel Station Services segment sold, dispensed, and serviced an aggregate of 39.0 and 78.0 million GGEs of transportation fuel for the three and six months ended June 30, 2026, a decrease of 4% and 4% compared to the prior-year periods. Of this amount, RNG dispensed as transportation fuel was 20.9 and 38.8 million GGEs, an increase of 1% and a decrease of 3% compared to the prior-year periods.

(2) Represents OPAL Fuels' proportional share with respect to RNG projects owned with joint venture partners. Includes Sunoma and Biotown.

Guidance

•We maintain 2026 guidance. .

Results of Operations

(in thousands of dollars, except RNG Fuel data) Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenue

RNG Fuel

$ 23,821 $ 25,130 $ 45,459 $ 52,729

Fuel Station Services

53,064 47,026 97,630 97,704

Renewable Power

6,514 8,300 13,685 15,430

Total Revenue (1)

83,399 80,456 156,774 165,863

Cost of sales 58,929 57,044 $ 112,778 $ 115,681

Project development and startup costs 3,301 3,477 5,116 9,558

Other operating expenses (2)

24,180 20,762 46,734 43,393

Net (loss) income (4,147) 7,559 (9,740) 8,843

Adjusted EBITDA (3)

RNG Fuel (4)

18,551 13,318 32,673 31,455

Fuel Station Services 12,484 10,900 21,724 21,428

Renewable Power

253 2,150 2,948 3,809

Corporate (8,147) (9,859) (17,520) (20,120)

Consolidated Adjusted EBITDA $ 23,141 $ 16,509 $ 39,825 $ 36,572

RNG Fuel volume produced (Million MMBtus)

1.3 1.2 2.4 2.3

RNG Fuel volume sold (Million GGEs)

20.9 20.6 38.8 40.1

Total volume delivered (Million GGEs)

39.0 40.8 78.0 81.4

(1) Excludes revenues from equity method investments.

(2) Includes selling, general and administrative expenses, depreciation and amortization expenses, impairment and income from equity method investments. Please refer to the Statement of Operations at the end of the press release for additional information.

(3) This is a non-GAAP financial measure. A reconciliation of this non-GAAP financial measure to a comparable GAAP financial measure has been provided in the financial tables included in this press release. An explanation of this measure and how it is calculated is also included below under the heading “Non-GAAP Financial Measures.”

(4) In 2025 includes incremental virtual pipeline costs (i.e., actual costs less anticipated operating costs of a permanent interconnection) on our Prince William RNG project which are temporary in nature and incurred in 2025.

Results of Operations from equity method investments

Three Months Ended June 30, Six Months Ended June 30,

(in thousands of dollars) 2026 2025 2026 2025

Revenue $ 34,599 $ 31,757 $ 61,910 $ 54,274

Gross profit 6,657 11,567 9,901 14,382

Net income (loss) 1,737 8,549 (547) 6,283

OPAL's share of revenues from equity method investments 14,361 13,178 26,126 23,466

OPAL's share of gross profit from equity method investments 2,400 4,435 3,879 6,765

OPAL's share of net (loss) income from equity method investments⁽¹⁾ (597) 1,962 (2,354) 1,240

OPAL’s share of Adjusted EBITDA from equity method investments

$ 5,517 $ 6,082 $ 8,697 $ 9,497

(1) Net income from equity method investments represents our portion of the net income from equity method investments including $1.72 million and $3.42 million of amortization expense related to basis differences for the three and six months ended June 30, 2026, and $1.70 million and $3.42 million for the three and six months ended June 30, 2025.

Landfill RNG Facility Capacity and Utilization Summary

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Landfill RNG Facility Capacity and Utilization

Design Capacity (Million MMBtus) (1)(3)

2.2 2.1 4.4 4.3

Volume of Inlet Gas (Million MMBtus) (2)

1.6 1.6 3.1 3.0

Inlet Design Capacity Utilization (%) (2)

75.2 % 76.3 % 73.5 % 72.5 %

RNG Fuel volume produced (Million MMBtus)(3)

1.2 1.1 2.4 2.2

Utilization of Inlet Gas (%) (4)

76.6 % 75.0 % 76.0 % 75.8 %

(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. Excludes Sunoma and Biotown.

(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.

RNG Pending Monetization Summary

Three Months Ended

(In thousands, except average realized sales prices)

June 30, 2026

RNG Fuel Fuel Station Services Total

Value of RNG awaiting credit generation using quarter end price (1)

$ 10,797 $ 4,214 $ 15,011

RIN Metrics

Beginning balance as of April 1, 2026 145 317 462

Add: Generated in current period 12,897 4,795 17,692

Less: Sales (12,884) (4,992) (17,876)

Ending RIN credit balance (Available for sale) as of June 30, 2026

158 120 278

D3 price per RIN at quarter end $ 2.68 $ 2.68

Value of RINs using quarter end price (1)

$ 423 $ 322 $ 745

LCFS Metrics

Beginning balance (net share) as of April 1, 2026 9 58 67

Add: Generated in current period 6 37 43

Less: Sales (11) (93) (104)

Ending LCFS credit balance (Available for sale) as of June 30, 2026

4 2 6

LCFS credit price at quarter end $ 100.00 $ 75.50

Value of LCFSs using quarter end price (1)

$ 400 $ 151 $ 551

Value of RECs using quarter end price $ 17

Other Metrics

Average realized sales price during quarter - RIN $ 2.50

Average realized sales price during quarter - LCFS $ 75.55

Total Value of RNG Pending Monetization and Credits at quarter end $ 11,620 $ 4,687 $ 16,324

(1) Reflects OPAL’s ownership share of RIN and LCFS credits (i.e., net of joint venture partners’ ownership), including equity method investments, and presented net of discounts and any direct transaction costs such as dispensing fees, third-party royalties and transaction costs as applicable.

Liquidity

As of June 30, 2026, our liquidity was $162.3 million, consisting of $91.4 million of cash and cash equivalents, $19.3 million of unused capacity under the revolver, $51.6 million of undrawn preferred stock facility.

Capital Expenditures

During the six months ended June 30, 2026, OPAL Fuels invested $52.7 million across RNG projects in construction, OPAL Fuels owned fueling stations in construction and finance transformation as compared

to $33.4 million in the prior year. As part of OPAL Fuels' accounting policy, maintenance capital on existing facilities is expensed.

In addition, for the six months ended June 30, 2026, the Company's portion of capital expenditures in unconsolidated entities was $10.8 million compared to $12.7 million in the prior year. This represents our share of capital expenditures incurred by equity method investments.

Earnings Call

A webcast to review OPAL Fuels’ Second Quarter 2026 results is being held today, August 10, 2026 at 11:00AM EDT.

Materials to be discussed in the webcast will be available before the call on the Company's website.

Participants may access the call at https://edge.media-server.com/mmc/p/yubhgs6w

Investors can also listen to a webcast of the presentation on the Company’s Investor Relations website at https://opalfuels.gcs-web.com/news-events/events-presentations

_____________________

Glossary of terms

“D3” refers to cellulosic biofuel with a 60% GHG reduction requirement.

“GGE” refers to gasoline gallon equivalent. The conversion ratio is 1 MMBtu of natural gas equal to 7.74 GGE.

“LCFS” refers to Low Carbon Fuel Standard or similar types of federal and state programs.

“MMBtu” refers to million British thermal units.

“RECs” refers to renewable energy credits.

“Renewable Power” refers to electricity generated from renewable sources.

“RIN” refers to Renewable Identification Numbers.

“RNG” refers to renewable natural gas.

“VIEs” refers to variable interest entities.

About OPAL Fuels

OPAL Fuels (Nasdaq: OPAL) is a leader in the capture and conversion of biogas into low carbon intensity RNG and Renewable Power. OPAL Fuels is also a leader in the marketing and distribution of RNG to heavy duty trucking and other hard to decarbonize industrial sectors. For additional information, and to learn more about OPAL Fuels and how it is leading the effort to capture North America’s naturally occurring methane and decarbonize the economy, please visit www.opalfuels.com.

# # #

Forward-Looking Statements

Certain statements in this communication may be considered forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and generally relate to future events or the Company's future financial or other performance metrics. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, as the case may be, are inherently uncertain and subject to material change. Factors that may cause actual results to differ materially from current expectations include various factors beyond management’s control, including but not limited to general economic conditions and other risks, uncertainties and factors set forth in the sections entitled “Risk Factors” and “Forward-Looking Statements and Risk Factor Summary” in the Company's annual report on Form 10-K and quarterly reports on Form 10-Q, and other filings the Company makes with the Securities and Exchange

Commission. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based.

Disclaimer

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Contact information

Investors

Todd Firestone

Vice President, Investor Relations and Corporate Development

(914) 705-4001

investors@opalfuels.com

Media

Harrison Feuer

Senior Director, Communications and Public Policy

(914) 721-3723

hfeuer@opalfuels.com

OPAL FUELS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars, except share and per share data)

June 30,

2026 December 31,

2025

Assets(1)

(Unaudited)

Current assets:

Cash and cash equivalents $ 91,363 $ 24,408

Accounts receivable, net of allowances of $1,040 and $469, respectively(2)

37,517 61,806

Restricted cash - current 915 1,210

Contract assets 6,638 8,276

Parts inventory 12,581 10,964

Prepaid expense and other current assets 14,335 16,018

Total current assets 163,349 122,682

Property, plant, and equipment, net 525,773 495,634

Investments in other entities 234,298 231,223

Net investment in sales-type lease 10,604 8,224

Restricted cash - non-current 2,914 2,700

Goodwill 54,608 54,608

Other long-term assets

48,698 44,398

Total assets 1,040,244 959,469

Liabilities and Stockholders' Equity (Deficit)(1)

Current liabilities:

Accounts payable(3)

13,107 19,004

Contract liabilities 3,052 6,296

Loan, current portion 18,882 15,062

Accrued expenses and other current liabilities 54,843 63,857

Total current liabilities 89,884 104,219

Loans, net of debt issuance costs 412,809 337,063

Other long-term liabilities 21,199 20,430

Total liabilities 523,892 461,712

Commitments and contingencies

Redeemable preferred non-controlling interests 158,400 130,000

Redeemable non-controlling interests 320,053 377,898

Stockholders' equity (deficit)

Class A common stock, $0.0001 par value, shares issued: 31,993,327 and 30,633,161 as of June 30, 2026 and December 31, 2025, respectively; shares outstanding: 30,357,544 and 28,997,378 as of June 30, 2026 and December 31, 2025, respectively 3 3

Class B common stock, $0.0001 par value, 121,500,000 issued and outstanding as of June 30, 2026 and December 31, 2025 12 12

Class C common stock, $0.0001 par value; none issued and outstanding as of June 30, 2026 and December 31, 2025 — —

Class D common stock, $0.0001 par value, 22,899,037 shares issued and outstanding as of June 30, 2026 and December 31, 2025 2 2

Retained earnings (accumulated deficit) 37,535 (1,307)

Accumulated other comprehensive income (loss) 416 (26)

Class A common stock in treasury, at cost; 1,635,783 as of June 30, 2026 and December 31, 2025 (11,614) (11,614)

Total stockholders' equity (deficit) attributable to the Company 26,354 (12,930)

Non-redeemable non-controlling interests 11,545 2,789

Total stockholders' equity (deficit) 37,899 (10,141)

Total liabilities, redeemable preferred, redeemable non-controlling interests and stockholders' equity (deficit) $ 1,040,244 $ 959,469

(1) Includes amounts related to consolidated VIEs, which are presented separately in the table below.

(2) Includes related‑party amounts of $1,016 and $13,318 as of June 30, 2026 and December 31, 2025, respectively.

(3) Includes related‑party amounts of $2,715 and $8,951 as of June 30, 2026 and December 31, 2025, respectively.

OPAL FUELS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of U.S. dollars, except share and per share data)

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenues:

RNG fuel(1)

$ 23,821 $ 25,130 $ 45,459 $ 52,729

Fuel station services(2)

53,064 47,026 97,630 97,704

Renewable power(3)

6,514 8,300 13,685 15,430

Total revenues 83,399 80,456 156,774 165,863

Operating expenses:

Cost of sales - RNG fuel 12,282 11,414 25,111 23,567

Cost of sales - Fuel station services 40,362 38,731 75,752 78,453

Cost of sales - Renewable power 6,285 6,899 11,915 13,661

Project development and startup costs 3,301 3,477 5,116 9,558

Selling, general and administrative 14,274 17,460 29,458 33,427

Depreciation, amortization, and accretion 5,167 5,264 10,780 11,206

Impairment loss (4)

4,142 — 4,142 —

Loss (income) from equity method investments 597 (1,962) 2,354 (1,240)

Total operating expenses 86,410 81,283 164,628 168,632

Operating loss (3,011) (827) (7,854) (2,769)

Other expense

Interest and financing expense (8,647) (6,637) (15,291) (13,087)

Interest income 2,101 270 2,861 655

Other income, net 672 1,067 97 2,321

Total other expenses (5,874) (5,300) (12,333) (10,111)

Net loss before income tax benefit (8,885) (6,127) (20,187) (12,880)

Income tax benefit 4,738 13,686 10,447 21,723

Net (loss) income (4,147) 7,559 (9,740) 8,843

Net (loss) income attributable to redeemable non-controlling interest (7,136) 3,982 (19,703) 2,808

Net income attributable to non-redeemable non-controlling interest 137 160 219 236

Accretion of the redeemable preferred non-controlling interest to its redemption amount 4,353 2,617 13,887 5,234

Net (loss) income attributable to Class A common stockholders $ (1,501) $ 800 $ (4,143) $ 565

(1) Includes revenues from related parties of $125 and $17,878 for the three months ended June 30, 2026 and 2025, respectively.

Includes revenues from related parties of $17,167 and $37,979 for the six months ended June 30, 2026 and 2025, respectively.

(2) Includes revenues from related parties of $3,251 and $12,826 for the three months ended June 30, 2026 and 2025, respectively.

Includes revenues from related parties of $16,358 and $29,429 for the six months ended June 30, 2026 and 2025, respectively.

(3) Includes revenues from related parties of $0 and $1,488 for the three months ended June 30, 2026 and 2025, respectively.

Includes revenues from related parties of $872 and $2,654 for the six months ended June 30, 2026 and 2025, respectively.

(4) Represents impairment charges recognized in the Renewable Power and Fuel Station Services segments, primarily related to assets no longer expected to be utilized following the repurposing of a renewable power facility to RNG operations during the three and six months ended June 30, 2026.

OPAL FUELS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(Unaudited)

Six Months Ended

June 30,

2026 2025

Cash flows from operating activities:

Net (loss) income $ (9,740) $ 8,843

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation, amortization, and accretion 10,780 11,206

Stock-based compensation 4,115 3,956

Allowance for accounts receivable 571 2,454

Assets' impairment 4,142 —

(Loss) income from investments in other entities 2,354 (1,240)

Distributions from return on investments in other entities 669 2,620

Deferred income taxes (10,630) —

Other 1,224 (949)

Changes in operating assets and liabilities:

Accounts receivable(1)

23,718 (10,500)

Parts inventory (1,617) (2,710)

Prepaid expenses and other current and long-term assets 10,812 10,682

Accounts payable(2)

(4,950) 3,526

Accrued expenses and other current and non-current liabilities (7,771) (6,083)

Net cash provided by operating activities 23,677 21,805

Cash flows from investing activities:

Purchase of property, plant, and equipment (52,680) (33,409)

Distributions from return of investments in other entities 7,006 9,100

Cash paid, related to investments in other entities (13,482) (11,717)

Proceeds from disposal of property, plant and equipment 700 —

Net cash used in investing activities (58,456) (36,026)

Cash flows from financing activities:

Proceeds from loans 128,382 40,000

Repayment of loans (49,542) (15,863)

Proceeds from redeemable preferred non-controlling interest and warrants issuance, net of issuance costs 124,558 —

Redemption of redeemable preferred non‑controlling interest (100,000) —

Financing costs paid to other third parties (947) (1,250)

Proceeds from issuance of shares of Class A common stock under the ATM program, net — 58

Repayment of principal portion of finance lease liabilities (678) (707)

Payment of preferred dividends (7,285) (5,234)

Distribution to non-redeemable non-controlling interest (65) (110)

Cash paid for taxes related to net share settlement of equity awards (1,372) (387)

Capital contribution from non-redeemable non-controlling interests 8,602 1,991

Net cash provided by financing activities 101,653 18,498

Net increase in cash, restricted cash, and cash equivalents 66,874 4,277

Cash, restricted cash, and cash equivalents, beginning of period 28,318 29,228

Cash, restricted cash, and cash equivalents, end of period $ 95,192 $ 33,505

(1) Includes decrease (increase) from related parties of $12,302 and $(10,974) for the six months ended June 30, 2026 and 2025, respectively

(2) Includes (decrease) increase from related parties of $(6,236) and $356 for the six months ended June 30, 2026 and 2025, respectively

Non-GAAP Financial Measures (Unaudited)

This release includes various financial measures that are non-GAAP financial measures as defined under the rules of the Securities and Exchange Commission. We believe these measures provide important supplemental information to investors to use in evaluating ongoing operating results. We use these measures, together with accounting principles generally accepted in the United States ("GAAP" or "U.S. GAAP"), for internal managerial purposes and as a means to evaluate period-to-period comparisons. However, we do not, and you should not, rely on non-GAAP financial measures alone as measures of our performance. We believe that non-GAAP financial measures reflect an additional way of viewing aspects of our operations, that when taken together with GAAP results and the reconciliations to corresponding GAAP financial measures that we also provide, give a more complete understanding of factors and trends affecting our business. We strongly encourage you to review all of our financial statements and publicly filed reports in their entirety and to not solely rely on any single non-GAAP financial measure.

Non-GAAP financial measures are limited as an analytical tool and should not be considered in isolation from, or as a substitute for, the Company's GAAP results. The Company expects to continue reporting non-GAAP financial measures, adjusting for the items described below (and/or other items that may arise in the future as the Company's management deems appropriate), and the Company expects to continue to incur expenses, charges or gains like the non-GAAP adjustments described below. Accordingly, unless expressly stated otherwise, the exclusion of these and other similar items in the presentation of non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent, or non-recurring. These Non-GAAP financial measures are not recognized terms under GAAP and do not purport to be alternatives to GAAP net income or any other GAAP measure as indicators of operating performance. Moreover, because not all companies use identical measures and calculations, the Company's presentation of Non-GAAP financial measures may not be comparable to other similarly titled measures used by other companies. We strongly encourage you to review all of our financial statements and publicly filed reports in their entirety and to not solely rely on any single non-GAAP financial measure.

Adjusted EBITDA

To supplement the Company's unaudited condensed consolidated financial statements presented in accordance with GAAP, the Company uses a non-GAAP financial measure that it calls Adjusted EBITDA ("Adjusted EBITDA"). This non-GAAP financial measure adjusts net income for interest and financing expense, net, net income attributable to non-redeemable non-controlling interests, depreciation, amortization and accretion, adjustments to reflect Adjusted EBITDA from equity method investments, fair value changes and non-recurring charges, Stock-based compensation, major maintenance, RNG development costs, 45z generation and ITC proceeds, net.

Management believes this non-GAAP financial measure provides meaningful supplemental information about the Company's performance, for the following reasons: (1) it allows for greater transparency with respect to key metrics used by management to assess the Company's operating performance and make financial and operational decisions; (2) the measure excludes the effect of items that management believes are not directly attributable to the Company's core operating performance and may obscure trends in the business; (3) the measure better aligns revenues with expenses; and (4) the measure is used by institutional investors and the analyst community to help analyze the Company's business. In future quarters, the Company may adjust for other expenditures, charges or gains to present non-GAAP financial measures that the Company's management believes are indicative of the Company's core operating performance.

The following table presents the reconciliation of our net income to Adjusted EBITDA:

Reconciliation of GAAP Net (Loss) Income to Adjusted EBITDA

For the Three and Six Months Ended June 30, 2026

(In thousands of dollars)

Three Months Ended June 30, 2026 Six Months Ended June 30, 2026

RNG Fuel Fuel Station Services Renewable Power Corporate Total RNG Fuel Fuel Station Services Renewable Power Corporate Total

Net (loss) income (1)

$ (684) $ 11,359 $ (4,934) $ (9,888) $ (4,147) $ (1,639) $ 19,473 $ (4,623) $ (22,951) $ (9,740)

Adjustments to reconcile net (loss) income to Adjusted EBITDA

Interest and financing expense, net 7,597 (1,028) (24) — 6,545 13,932 (1,460) (43) — 12,429

Net income attributable to non-redeemable non-controlling interests (137) — — — (137) (219) — — — (219)

Depreciation, amortization and accretion 3,143 1,606 418 — 5,167 6,236 3,164 1,380 — 10,780

Adjustments to reflect Adjusted EBITDA from equity method investments (2)

6,114 — — — 6,114 11,051 — — — 11,051

Impairment, fair value changes and certain financing and ITC-related charges 139 547 3,595 (320) 3,961 444 547 3,595 1,316 5,902

Stock-based compensation — — — 2,061 2,061 — — — 4,115 4,115

RNG development costs (3)

2,769 — — — 2,769 3,891 — — — 3,891

Major maintenance 223 — 1,199 — 1,422 376 — 2,639 — 3,015

45Z (4)

4,126 — — — 4,126 9,048 — — — 9,048

Tax benefit, net (4,738) — — — (4,738) (10,447) — — — (10,447)

Adjusted EBITDA $ 18,552 $ 12,484 $ 254 $ (8,147) $ 23,143 $ 32,673 $ 21,724 $ 2,948 $ (17,520) $ 39,825

(1) Net (loss) income by segment is included in our quarterly report on Form 10-Q.

(2) Includes interest, depreciation, amortization and accretion and RNG development costs incurred on equity method investments.

(3) Includes development costs on our Central Valley and Prince William facilities.

(4) 45Z production tax credits are recorded within tax benefit on the condensed consolidated statements of operations for the three and six months ended June 30, 2026 net of costs.

Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA

For the Three and Six Months Ended June 30, 2025

(In thousands of dollars)

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

RNG Fuel Fuel Station Services Renewable Power Corporate Total RNG Fuel Fuel Station Services Renewable Power Corporate Total

Net income (loss) (1)

$ 12,813 $ 7,296 $ (698) $ (11,852) $ 7,559 $ 19,270 $ 16,007 $ (2,161) $ (24,273) $ 8,843

Adjustments to reconcile net income (loss) to Adjusted EBITDA

Interest and financing expense, net 6,387 (7) (13) — 6,367 12,404 56 (28) — 12,432

Net income attributable to non-redeemable non-controlling interests (160) — — — (160) (236) — — — (236)

Depreciation, amortization and accretion 2,995 1,317 952 — 5,264 5,954 3,351 1,901 — 11,206

Adjustments to reflect Adjusted EBITDA from equity method investments (2)

4,120 — — — 4,120 8,257 — — — 8,257

Fair value changes and non-recurring charges (3)

(2,106) 2,294 — (212) (23) (595) 2,014 — 197 1,616

Stock-based compensation — — — 2,205 2,204 — — — 3,956 3,956

RNG development costs (4)

2,690 — — — 2,690 7,859 — — — 7,859

Major maintenance — — 1,909 — 1,909 — — 4,097 — 4,097

Tax benefit, net (13,421) — — — (13,421) (21,458) — — — (21,458)

Adjusted EBITDA $ 13,318 $ 10,900 $ 2,150 $ (9,859) $ 16,509 $ 31,455 $ 21,428 $ 3,809 $ (20,120) $ 36,572

(1) Net income (loss) by segment is included in our quarterly report on Form 10-Q.

(2) Includes interest, depreciation, amortization and accretion and RNG development costs incurred on equity method investments.

(3) Includes changes in the fair value, ITC costs and one-time, non-recurring charges

(4) Includes virtual pipeline costs on our Prince William and Polk facilities. These are temporary additional transportation costs incurred until a permanent pipeline solution is completed. Also includes RNG development costs which are lease costs related to Central Valley litigation.

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