0001628280-25-024828 | 10-Q | XBRL Viewer

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Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Deficit)

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Deficit)

Common stock

As of March 31, 2025, there are (i) 30,607,664 shares of Class A common stock issued and 28,971,881 outstanding, (ii) 71,500,000 shares of New OPAL Class B common stock issued and outstanding (shares of Class B common stock do not have any economic value except voting rights as described below), (iii) no shares of Class C common stock issued and outstanding and (iv) 72,899,037 shares of Class D common stock (shares of Class D common stock do not have any economic value except voting rights as described below).

Redeemable preferred non-controlling interests

The following table summarizes the changes in the redeemable preferred non-controlling interests which represent Series A and Series A-1 preferred units outstanding at OPAL Fuels level from December 31, 2024 to March 31, 2025:


	Series A-1 preferred units(1)			Series A preferred units(2)
	Units	Amount		Units	Amount		Total
Balance, December 31, 2024	300,000	$	30,000	1,000,000	$	100,000	$	130,000
Preferred dividends attributable to OPAL Fuels	—	503		—	1,677		2,180
Preferred dividends attributable to Class A common stockholders	—	101		—	336		437
Payment of Preferred dividends	—	(604)		—	(2,013)		(2,617)
Balance, March 31, 2025	300,000	$	30,000	1,000,000	$	100,000	$	130,000

(1) On November 29, 2021, as part of an Exchange Agreement, the Company issued 300,000 Series A-1 preferred units to Hillman in return for Hillman’s non-controlling interest in four RNG project subsidiaries.

(2) On November 29, 2021, NextEra subscribed for up to 1,000,000 Series A preferred units, which were issuable (in whole or in increments) at the Company’s discretion prior to June 30, 2022. During the year ended December 31, 2023, the Company had drawn $100,000 and issued 1,000,000 Series A preferred units.

Redeemable non-controlling interests

At each balance sheet date, the Redeemable non-controlling interests are adjusted up to their redemption value if necessary, with an offset in stockholders' deficit. As of March 31, 2025, the Company recorded $276,719 to adjust the carrying value to their redemption value based on a five-day VWAP of $1.92 per share.

Investments in Other Entities

3 Months Ended

Mar. 31, 2025

Equity Method Investments and Joint Ventures [Abstract]

Investments in Other Entities

Investment in Other Entities

The following table shows the movement in Investment in Other Entities:


	Pine Bend			Noble Road			GREP			Land2Gas				Paragon			Total
Percentage of ownership	50		%	50		%	20		%	50		%		50		%

Balance at December 31, 2024	$	19,536		$	21,097		$	1,760		$	16,384			$	164,817		$	223,594
Net income from equity method investment	223			918			(528)			(350)				715			978
Contribution by the Company	—			—			—			5,300				—			5,300
Distributions from return on investment in equity method investment (1)	(184)			(772)			—			—				—			(956)
Distributions from return of investment in equity method investment (2)	(316)			(278)			—			—				(7,345)			(7,939)
Accumulated other comprehensive income (loss)	—			—			—			—				(164)			(164)
Amortization of basis difference (3)	(39)			(146)			—			—				(1,515)			(1,700)
Capitalized interest	—			—			—			350			—	—			350
Balance at March 31, 2025	$	19,220		$	20,819		$	1,232		$	21,684			$	156,508		$	219,463

(1) Recorded as part of cash flows from operating activities for the three months ended March 31, 2025.

(2) Recorded as part of cash flows from investing activities for the three months ended March 31, 2025.

(3) Reflected in Income from equity method investments in the condensed consolidated statement of operations for the three months ended March 31, 2025.

The following table summarizes the net income from equity method investments:


	Three Months Ended March 31,
	2025		2024
Revenue	$	22,517	$	25,407
Gross profit	2,815		11,094
Net (loss) income	(2,266)		10,704
Net (loss) income from equity method investments (1)	(722)		4,206

(1) Net income from equity method investments represents our portion of the net (loss) income from equity method investments including amortization of any basis differences.

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


	March 31, 2025		December 31, 2024
Current assets	$	13,552	$	10,554
Non-current assets	130,490		121,934
Total assets	144,042		132,488
Current liabilities	17,976		15,993
Non-current liabilities	36,757		24,612
Total liabilities	$	54,733	$	40,605

Derivative Financial Instruments and Fair Value Measurements - Derivatives Fair Values on Balance Sheet (Details) - Commodity Contract - Derivatives not designated as hedging instruments - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Derivatives, Fair Value [Line Items]
Accrued expenses and other current liabilities	$ (1,366)	$ (9)
Other long-term assets	(47)	(63)
Total commodity swaps - liability	$ (1,413)	$ (72)

- Definition

Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.

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+ Details

Derivative Financial Instruments and Fair Value Measurements

3 Months Ended

Mar. 31, 2025

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments and Fair Value Measurements

Interest rate swaps

The Company records the fair value of the interest rate swap as an asset or liability on its balance sheet. This instrument is classified as Level 2 in the fair value hierarchy. The effective portion of the swap is recorded in accumulated other comprehensive income. The Company expects to release $184 from the Other comprehensive income (loss) in the next twelve months.

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


	March 31, 2025		December 31, 2024		Location of Fair Value Recognized in Balance Sheet
Derivatives designated as cash flow hedges:
Short term portion of the interest rate swaps	$	184	$	238	Prepaid expenses and other current assets
Long term portion of the interest rate swaps	101		448		Other long-term assets
	$	285	$	686

The effect of interest rate swaps on the condensed consolidated statement of operations were as follows:


	Three Months Ended March 31,				Location of (Loss) Gain Recognized in Operations from Derivatives
	2025		2024

Gain on net periodic settlements	73		—
	$	73	$	—		Interest and financing expense, net

Commodity swap contracts

In February 2025, the Company entered into a power purchase and sale agreement with NextEra for sale of electricity over the period from March through December 2025, with a fixed contract price. The forward contract is expected to be settled by physical delivery of electricity on a monthly basis. The Company elected the normal purchase normal sale exclusion and will not apply fair value accounting under ASC 815.

Additionally, in the three months ended March 31, 2025, the Company entered into multiple ISDA agreements with JPMorgan Chase, Merrill Lynch, and Investec Bank for pay-variable, receive-fixed, cash-settled natural gas commodity swaps. The Company applied fair value accounting under ASC 815 for these transactions.

The following table summarizes the effect of commodity swaps accounted for as derivatives under ASC 815 on the condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024:


Derivatives not designated as hedging instruments	Location of (loss) gain recognized	Three Months Ended March 31,
		2025		2024
Commodity swaps - realized gain (loss)	Revenues - Renewable Power	$	(92)	$	178
Commodity swaps - unrealized loss	Revenues - Renewable Power	(13)		(96)
Commodity swaps - realized gain	Revenues - RNG Fuel	67		—
Commodity swaps - unrealized loss	Revenues - RNG Fuel	(1,328)		—
Total realized and unrealized gain (loss)		$	(1,366)	$	82

The following table summarizes the derivative assets and liabilities related to commodity swaps as of March 31, 2025 and December 31, 2024:


	Fair Value				Location of Fair value recognized in Balance Sheet
	March 31, 2025		December 31, 2024
Derivatives not designated as hedging instruments

Current portion of unrealized loss on commodity swaps	$	(1,366)	$	(9)	Accrued expenses and other current liabilities
Non - current portion of unrealized loss on commodity swaps	(47)		(63)		Other long-term liabilities
Total commodity swaps - liability	$	(1,413)	$	(72)

Other derivative liabilities

On July 21, 2022, the Company recorded a derivative liability for the Sponsor Earnout Awards and the OPAL Earnout Awards. The OPAL Earnout Awards expired in December 2024. The change in fair value on Sponsor Earnout and OPAL Earnout Awards is recorded as change in fair value of derivative instruments, net in the condensed consolidated statement of operations for the three months ended March 31, 2025 and 2024.

The following table summarizes the effect of change in fair value of other derivative liabilities on the condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024:


Derivative liability	Three Months Ended March 31,				Location of Gain Recognized in Operations from Derivatives
	2025		2024
Sponsor Earnout Awards gain	$	281	$	403
	$	281	$	403		Change in fair value of derivative instruments, net

Fair value measurements

The carrying amount of cash and cash equivalents, accounts receivable, net, and accounts payable and accrued expenses approximates fair value due to their short-term maturities.

The carrying value of the Company's long-term debt, which are considered Level 2 in the fair value hierarchy, of $296,390 and $297,624 as of March 31, 2025 and December 31, 2024, respectively, approximates its fair value because our interest rate is variable and reflects current market rates.

The Company accounts for asset retirement obligations by recording the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made. The Company estimated the fair value of its asset retirement obligations based on discount rates ranging from 5.75% to 8.5%.

The fair value of the Sponsor Earnout Awards as of March 31, 2025 was determined using a Monte Carlo valuation model with a distribution of potential outcomes on a daily basis over the 2.31 years remaining in the vesting window. Assumptions used in the valuation are as follows:

•Current stock price — The Company's closing stock price of $1.84 as of March 31, 2025;

•Expected volatility —50% based on historical and implied volatilities of selected industry peers deemed to be comparable to our business corresponding to the expected term of the awards;

•Risk-free interest rate — 3.89% based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected 3.0 year term of the earnout period;

•Dividend yield - zero.

Convertible note receivable

In July, 2024, the Company purchased a convertible note pursuant to which the Company has the right to convert the note into shares of common stock of the investee. As of March 31, 2025, fair value of the Convertible note equaled to $1,409 and presented within prepaid expense and other current assets.

There were no transfers of assets between Level 1, Level 2, or Level 3 of the fair value hierarchy as of March 31, 2025.

The Company's assets and liabilities that are measured at fair value on a recurring basis include the following as of March 31, 2025 and December 31, 2024, set forth by level, within the fair value hierarchy:


	Fair value as of March 31, 2025
	Level 1		Level 2		Level 3		Total
Liabilities:
Earnout liabilities	$	—	$	—	$	23	$	23
Commodity swap contracts	—		1,413		—		1,413
Assets:
Cash and cash equivalents and restricted cash - current and non-current (1)	44,898		—		—		44,898
Interest rate swap contracts	—		285		—		285
Convertible note receivable	$	—	$	—	$	1,409	$	1,409


	Fair value as of December 31, 2024
	Level 1		Level 2		Level 3		Total
Liabilities:
Earnout liabilities	$	—	$	—	$	304	$	304
Commodity swap contracts	—		72		—		72
Assets:
Cash and cash equivalents and restricted cash - current and non-current (1)	29,228		—		—		29,228
Interest rate swap contracts	—		686				686
Commodity swap contracts	$	—	$	—	$	760	$	760

(1) Includes balances in money market accounts of $15,433 and $19,786, respectively as of March 31, 2025 and December 31, 2024.

Net Loss Per Share - Narrative (Details)	3 Months Ended
Net Loss Per Share - Narrative (Details)	Mar. 31, 2025 shares
Earnout Target
Class of Warrant or Right [Line Items]
Antidilutive shares (in shares)	716,650
Treasury Stock, Common
Class of Warrant or Right [Line Items]
Antidilutive shares (in shares)	1,635,783

Derivative Financial Instruments and Fair Value Measurements - Interest Rate Swaps (Details) - Interest rate swap contracts - Cash Flow Hedging - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Derivative [Line Items]
Prepaid expenses and other current assets	$ 184	$ 238
Other long-term assets	101	448
Total derivatives	$ 285	$ 686

Borrowings - Schedule of Principal Maturities of Debt (Details) $ in Thousands	Mar. 31, 2025 USD ($)
Debt Instrument [Line Items]
Nine months ending December 31, 2025	$ 1,333
2026	12,763
2027	12,916
2028	267,100
2029	2,395
2030	2,589
Thereafter	7,944
Total	307,040
OPAL Term Loan
Debt Instrument [Line Items]
Nine months ending December 31, 2025	0
2026	10,865
2027	10,865
2028	264,887
2029	0
2030	0
Thereafter	0
Total	286,617
Sunoma Loan
Debt Instrument [Line Items]
Nine months ending December 31, 2025	1,333
2026	1,898
2027	2,051
2028	2,213
2029	2,395
2030	2,589
Thereafter	7,944
Total	$ 20,423

Reportable Segments and Geographic Information (Tables)

3 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

Schedule of Interest Expense on Borrowings, Depreciation, Amortization and Accretion and Cash Paid for Purchases, Plant and Equipment

The following table reflect the financial data used to calculate each reportable segment’s net income (loss) and includes reconciliations to Opal’s consolidated revenue and consolidated net income (loss) for the three months ended March 31, 2025:


(in thousands)	RNG Fuel		Fuel Station Services		Renewable Power		Corporate		Total
Revenue from external customers	$	27,599	$	50,678	$	7,130	$	—	$	85,407
Intersegment revenues	138		4,393		—		—		4,531

Reconciliation of Revenue
Elimination of intersegment revenues	(138)		(4,393)		—		—		(4,531)
Total consolidated revenues	27,599		50,678		7,130		—		85,407

Less: (1)
Cost of sales and other operating costs	11,823		39,726		6,762		14,134		72,445
Less:
Loss from equity method investments	722		—		—		—		722
Interest and financing expense, net	6,017		63		(15)		—		6,065
Project development and start up costs	6,081		—		—		—		6,081
Other Income	—		—		(64)		(649)		(713)
Depreciation, amortization and accretion	2,959		2,034		949		—		5,942
Other segment items (2)	—		(260)		—		1,878		1,618
Segment Loss	(3)		9,115		(502)		(15,363)		(6,753)

Reconciliation of profit or loss (segment income / (loss))
Income tax benefit									8,037
Consolidated net income									$	1,284

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.

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

•Fuel Station Services - gain on RNG dispensing, and gain on asset disposal

•Corporate - information technology expense, legal and professional advisor fees, and other overhead expenses

Geographic Information: The Company's assets and revenue generating activities are domiciled in the United States.

The following table reflects certain other financial data for the reportable segments for the three months ended March 31, 2025:


(in thousands)	RNG Fuel		Fuel Station Services		Renewable Power		Corporate		Total
Other segment disclosures
Equity method investment	$	219,463	$	—	$	—	$	—	$	219,463
Segment assets	638,907		180,605		30,554		34,857		884,923
Cash paid for purchases of property, plant and equipment	4,680		6,886		—		—		11,566


(in thousands)	RNG Fuel		Fuel Station Services		Renewable Power		Corporate		Total
Revenue from external customers	$	17,727	$	37,142	$	10,083	$	—	$	64,952
Intersegment revenues			4,508		—		—		4,508

Reconciliation of Revenue
Elimination of intersegment revenues	—		(4,508)		—		—		(4,508)
Total consolidated revenues	17,727		37,142		10,083		—		64,952

Less: (1)
Cost of sales and other operating costs	8,561		30,822		9,258		10,503		59,144

Less:(1)
Income from equity method investments	(4,206)		—		—		—		(4,206)
Interest and financing expense, net	4,044		(23)		(60)		—		3,961
Project development and start up costs	785		—		—		—		785
Other Income	—		—		(72)		—		(72)
Depreciation, amortization and accretion	1,392		1,319		1,000		—		3,711
Other segment items (2)	20		(698)		30		1,600		952
Segment Income	7,131		5,722		(73)		(12,103)		677
Reconciliation of profit or loss (segment income / (loss))

Consolidated net income									$	677

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

•Fuel Station Services - gain on recognition of RINs

•Corporate - gain on mark-to-market for OPAL and Sponsor Earnout Awards, loss on extinguishment of debt, insurance other overhead expenses

The following table reflects certain other financial data for the reportable segments for the year ended December 31, 2024:


(in thousands)	RNG Fuel		Fuel Station Services		Renewable Power		Corporate		Total
Other segment disclosures
Equity method investment	$	223,594	$	—	$	—	$	—	$	223,594
Segment assets	635,927		179,304		30,517		35,329		881,077
Cash paid for purchases of property, plant and equipment	22,957		3,795		—		—		26,752

Schedule of Revenue by Major Customers by Reporting Segments

The tables below outlines the revenue from our two major customers, along with their respective percentages of revenue by each segment.


	Three Months Ended March 31,
	2025				2024
Customer A	Revenue		Percentage of total revenue		Revenue		Percentage of total revenue
RNG Fuel	$	20,101	23.5	%	$	15,495	23.9	%
Fuel Station Services	15,344		18.0	%	7,741		11.9	%
Renewable Power	1,166		1.4	%	1,526		2.3	%
Total	$	36,611	42.9	%	$	24,762	38.1	%


	Three Months Ended March 31,
	2025			2024
Customer B	Revenue	Percentage of total revenue		Revenue	Percentage of total revenue
Fuel Station Services	6,574	7.7	%	9,913	15.3	%
Total	6,574	7.7	%	9,913	15.3	%

Derivative Financial Instruments and Fair Value Measurements - Effect of Derivative Instruments on Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Derivative [Line Items]
Gain on net periodic settlements	$ 73	$ 0
Interest and financing expense, net	73	0
Derivatives not designated as hedging instruments \| Renewable Power
Derivative [Line Items]
Commodity swaps - realized gain (loss)	(92)	178
Commodity swaps - unrealized loss	(13)	(96)
Derivatives not designated as hedging instruments \| RNG Fuel
Derivative [Line Items]
Commodity swaps - realized gain (loss)	67	0
Commodity swaps - unrealized loss	(1,328)	0
Derivatives not designated as hedging instruments \| Commodity Contract
Derivative [Line Items]
Interest and financing expense, net	$ (1,366)	$ 82

Borrowings (Tables)

3 Months Ended

Mar. 31, 2025

Debt Disclosure [Abstract]

Schedule of Borrowings

The following table summarizes the borrowings under the various debt facilities as of March 31, 2025 and December 31, 2024:


	March 31, 2025		December 31, 2024
OPAL Term Loan and Revolving Loan	286,617		286,617
Less: unamortized debt issuance costs	(9,958)		(9,122)
Less: current portion	(2,716)		(10,865)
OPAL Term Loan and Revolving Loan, net of debt issuance costs	273,943		266,630
Sunoma Loan	20,423		20,846
Less: unamortized debt issuance costs	(692)		(717)
Less: current portion	(1,791)		(1,756)
Sunoma Loan, net of debt issuance costs	17,940		18,373
Non-current borrowings total	$	291,883	$	285,003

Schedule of Principal Maturities of Debt

As of March 31, 2025, principal maturities of debt are expected as follows, excluding any undrawn debt facilities as of the date of the condensed consolidated balance sheets:


	OPAL Term Loan		Sunoma Loan		Total
Fiscal year:
Nine months ending December 31, 2025	$	—	$	1,333	$	1,333
2026	10,865		1,898		12,763
2027	10,865		2,051		12,916
2028	264,887		2,213		267,100
2029	—		2,395		2,395
2030	—		2,589		2,589
Thereafter	—		7,944		7,944
	$	286,617	$	20,423	$	307,040

Schedule of Interest Expense on Borrowings

The following table summarizes the Company's total interest expense for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
	2025		2024
Sunoma Loan	418		461
OPAL Term Loan (1)	4,956		2,769
Commitment fees and other finance fees	499		688
Amortization of deferred financing cost	438		555
Interest expense on finance leases	139		147
Interest income	(385)		(659)
Total interest expense	$	6,065	$	3,961

(1) Excludes $524 of interest capitalized and recorded as part of Property, Plant and Equipment for the three months ended March 31, 2025. Excludes $1,444 of interest capitalized and recorded as part of Property, Plant and Equipment for the three months ended March 31, 2024

Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Earnings Per Share [Abstract]
Net Income (Loss) Available to Common Stockholders, Basic	$ (235)	$ (316)
Weighted average number of shares of Class A common stock - basic (in shares)	27,718,912	27,368,204
Weighted average number of shares of Class A common stock - diluted (in shares)	27,718,912	27,368,204
Net loss per share of Class A common stock
Basic (in dollars per share)	$ (0.01)	$ (0.01)
Diluted (in dollars per share)	$ (0.01)	$ (0.01)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Summary of Significant Accounting Policies - Receivables, Contract Assets and Contract Liabilities From Contracts With Customers (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Accounting Policies [Abstract]
Accounts receivable	$ 30,785	$ 32,013
Contract assets:
Cost and estimated earnings in excess of billings	8,416	8,547
Accounts receivable retainage, net	2,068	2,528
Contract assets	10,484	11,075
Contract liabilities:
Billings in excess of costs and estimated earnings	10,152	9,276
Contract liabilities	$ 10,152	$ 9,276

Derivative Financial Instruments and Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2025

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Interest Rate Swaps

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


	March 31, 2025		December 31, 2024		Location of Fair Value Recognized in Balance Sheet
Derivatives designated as cash flow hedges:
Short term portion of the interest rate swaps	$	184	$	238	Prepaid expenses and other current assets
Long term portion of the interest rate swaps	101		448		Other long-term assets
	$	285	$	686

Effect of Derivative Instruments on Statement of Operations

The effect of interest rate swaps on the condensed consolidated statement of operations were as follows:


	Three Months Ended March 31,				Location of (Loss) Gain Recognized in Operations from Derivatives
	2025		2024

Gain on net periodic settlements	73		—
	$	73	$	—		Interest and financing expense, net


Derivatives not designated as hedging instruments	Location of (loss) gain recognized	Three Months Ended March 31,
		2025		2024
Commodity swaps - realized gain (loss)	Revenues - Renewable Power	$	(92)	$	178
Commodity swaps - unrealized loss	Revenues - Renewable Power	(13)		(96)
Commodity swaps - realized gain	Revenues - RNG Fuel	67		—
Commodity swaps - unrealized loss	Revenues - RNG Fuel	(1,328)		—
Total realized and unrealized gain (loss)		$	(1,366)	$	82

Derivatives Fair Values on Balance Sheet

The following table summarizes the derivative assets and liabilities related to commodity swaps as of March 31, 2025 and December 31, 2024:


	Fair Value				Location of Fair value recognized in Balance Sheet
	March 31, 2025		December 31, 2024
Derivatives not designated as hedging instruments

Current portion of unrealized loss on commodity swaps	$	(1,366)	$	(9)	Accrued expenses and other current liabilities
Non - current portion of unrealized loss on commodity swaps	(47)		(63)		Other long-term liabilities
Total commodity swaps - liability	$	(1,413)	$	(72)

Summary of Commodity Swaps And Other Derivatives


Derivative liability	Three Months Ended March 31,				Location of Gain Recognized in Operations from Derivatives
	2025		2024
Sponsor Earnout Awards gain	$	281	$	403
	$	281	$	403		Change in fair value of derivative instruments, net

Assets and Liabilities Measured at Fair Value on Recurring Basis


	Fair value as of March 31, 2025
	Level 1		Level 2		Level 3		Total
Liabilities:
Earnout liabilities	$	—	$	—	$	23	$	23
Commodity swap contracts	—		1,413		—		1,413
Assets:
Cash and cash equivalents and restricted cash - current and non-current (1)	44,898		—		—		44,898
Interest rate swap contracts	—		285		—		285
Convertible note receivable	$	—	$	—	$	1,409	$	1,409


	Fair value as of December 31, 2024
	Level 1		Level 2		Level 3		Total
Liabilities:
Earnout liabilities	$	—	$	—	$	304	$	304
Commodity swap contracts	—		72		—		72
Assets:
Cash and cash equivalents and restricted cash - current and non-current (1)	29,228		—		—		29,228
Interest rate swap contracts	—		686				686
Commodity swap contracts	$	—	$	—	$	760	$	760

(1) Includes balances in money market accounts of $15,433 and $19,786, respectively as of March 31, 2025 and December 31, 2024.

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2025

Mar. 31, 2024

Statement of Comprehensive Income [Abstract]

Net income

$ 1,284

$ 677

Other comprehensive income:

Effective portion of the cash flow hedge attributable to equity method investments

(164)

350

Net unrealized loss on cash flow hedges

(401)

Total comprehensive income

719

1,027

Net income attributable to Redeemable non-controlling interests

^[1]

1,006

565

Other comprehensive (loss) income attributable to redeemable non-controlling interests

(470)

293

Comprehensive income attributable to non-redeemable non-controlling interests

Dividends on redeemable preferred non-controlling interests

437

426

Comprehensive loss attributable to Class A common stockholders

$ (330)

$ (259)

[1]	(1) Includes $2,180 and $2,192 of dividends on redeemable preferred non-controlling interests for the three months ended March 31, 2025 and 2024, respectively.

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Deficit) - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2025	Dec. 31, 2024
Preferred Units [Line Items]
Redemption price (in dollars per share)	$ 1.92
Class A common stock
Preferred Units [Line Items]
Common stock, shares issued (in shares)	30,607,664	30,065,260
Common stock, shares outstanding (in shares)	28,971,881	28,429,477
Class B common stock
Preferred Units [Line Items]
Common stock, shares issued (in shares)	71,500,000
Common stock, shares outstanding (in shares)	71,500,000
Class C common stock
Preferred Units [Line Items]
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Class D common stock
Preferred Units [Line Items]
Common stock, shares issued (in shares)	72,899,037
Common stock, shares outstanding (in shares)	72,899,037
Redeemable non-controlling interests
Preferred Units [Line Items]
Temporary Equity, Accretion to Redemption Value	$ 276,719

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	498,661	536,188
Unvested PSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	2,055,356	716,650
Unvested RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	4,474,415	1,828,084
Class B common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	144,399,037	144,399,037

Summary of Significant Accounting Policies - Disaggregation of Revenue By Product Line (Details)	3 Months Ended
	Mar. 31, 2025 USD ($) agreement fuel_station facility	Mar. 31, 2024 USD ($)
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	$ 82,966,000	$ 63,961,000
Lease revenue	2,441,000	991,000
Total revenues	$ 85,407,000	64,952,000
Fuel Purchasing Agreements
Disaggregation of Revenue [Line Items]
Number of agreements \| agreement	38
Renewable Power sales
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	$ 6,004,000	5,819,000
Third party construction
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	7,991,000	10,790,000
Service
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	6,609,000	5,335,000
Brown gas sales
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	6,364,000	5,602,000
Environmental credits
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	55,177,000	35,677,000
Environmental credits \| Non-US
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	0	3,617,000
Parts sales
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	544,000	397,000
Other
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	$ 277,000	$ 341,000
RNG Fuel (includes revenues from related party of $20,101 and $15,495 for the three months ended March 31, 2025 and 2024, respectively)
Disaggregation of Revenue [Line Items]
Number of fuel stations \| fuel_station	2
Number of facilities \| facility	2

Summary of Significant Accounting Policies - Narrative (Details)		3 Months Ended			12 Months Ended
	Jul. 21, 2022 shares	Mar. 31, 2025 USD ($) segment shares	Mar. 31, 2024 USD ($)	Mar. 31, 2023	Dec. 31, 2024 USD ($) shares	Dec. 31, 2023 USD ($)
Derivative [Line Items]
Number of operating segments \| segment		3
Product warranty accrual, current		$ 173,000			$ 171,000
Gain (loss) on earnout awards		281,000	$ 403,000
Business combination, contingent consideration, liability, noncurrent		23,000			304,000
Allowance for doubtful accounts		0			$ 0
Revenue recognized included in contract liabilities		2,307,000	$ 2,746,000
Backlog		58,812,000
Net proceeds from the sale of tax credits		8,037,000
Legal and insurance fees		$ 862,000
Accounts Payable \| Supplier Concentration Risk \| One Vendor
Derivative [Line Items]
Concentration risk percentage		50.00%			17.00%
Two Customers \| Revenue Benchmark \| Customer Concentration Risk
Derivative [Line Items]
Concentration risk percentage		43.00%	55.00%
Two Customers \| Accounts Receivable \| Customer Concentration Risk
Derivative [Line Items]
Concentration risk percentage		56.00%			50.00%
Fuel Station Services Segment
Derivative [Line Items]
Environmental credits held for sale		$ 5,847,000	$ 3,156,000
Transferred over Time
Derivative [Line Items]
Percentage of revenue recognized over time		9.00%		17.00%
Class B Ordinary Share \| Opal Fuels
Derivative [Line Items]
Stock issued (in shares) \| shares	144,399,037
Redeemable non-controlling interests
Derivative [Line Items]
Redeemable non-controlling interests		$ 276,719,000	$ 705,190,000		$ 482,863,000	$ 802,720,000
Sponsor Letter Agreement
Derivative [Line Items]
Percentage of common stock subject to vesting and forfeiture conditions	10.00%
Common stock subject to vesting and forfeiture conditions, period	60 months
Reverse recapitalization, number of shares subject to forfeiture shares (in shares) \| shares		716,650			716,650

Commitment and Contingencies (Tables)

3 Months Ended

Mar. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Future Minimum Lease Payments - Operating Leases

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of March 31, 2025:


	Site leases		Office leases		Vehicle and Equipment leases		Site lease - Finance		Total

2025	$	783	$	423	$	1,267	$	705	$	3,178
2026	1,051		47		1,556		963		3,617
2027	1,129		—		1,028		963		3,120
2028	1,129		—		337		850		2,316
2029	1,129		—		—		850		1,979
2030	1,129		—		—		850		1,979
Thereafter	17,650		—		—		1,700		19,350
	24,000		470		4,188		6,881		35,539

Future Minimum Lease Payments - Finance Leases

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of March 31, 2025:


	Site leases		Office leases		Vehicle and Equipment leases		Site lease - Finance		Total

2025	$	783	$	423	$	1,267	$	705	$	3,178
2026	1,051		47		1,556		963		3,617
2027	1,129		—		1,028		963		3,120
2028	1,129		—		337		850		2,316
2029	1,129		—		—		850		1,979
2030	1,129		—		—		850		1,979
Thereafter	17,650		—		—		1,700		19,350
	24,000		470		4,188		6,881		35,539

Income taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income tax benefit	$ 8,037	$ 0
Effective tax rate	0.00%	0.00%

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Unit

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


	Three Months Ended March 31,
	2025		2024
Net loss attributable to Class A common stockholders	(235)		(316)

Weighted average number of shares of Class A common stock - basic	27,718,912		27,368,204

Weighted average number of shares of Class A common stock - diluted	27,718,912		27,368,204
Net loss per share of Class A common stock
Basic	$	(0.01)	$	(0.01)
Diluted	$	(0.01)	$	(0.01)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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


	As of March 31,
	2025	2024
Stock options	498,661	536,188
Unvested PSUs	2,055,356	716,650
Unvested RSUs	4,474,415	1,828,084
OPAL Fuels Class B units	144,399,037	144,399,037

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Cash flows from operating activities:
Net income	$ 1,284	$ 677
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss (income) from equity method investments	722	(4,206)
Distributions from equity method investments	956	4,415
Amortization of operating lease right-of-use assets	194	164
Write-offs of capitalized costs	306	0
Depreciation and amortization	5,832	3,559
Accretion expense related to asset retirement obligation	110	152
Amortization of deferred financing costs	438	555
Stock-based compensation	1,751	1,013
Paid-in-kind interest income	(109)	(67)
Change in fair value of commodity swaps	1,341	0
Unrealized gain on note receivable	(649)	0
Unrealized gain on derivative financial instruments	(281)	(307)
Changes in operating assets and liabilities
Accounts receivable	1,228	4,818
Accounts receivable, related party	7,461	3,784
Fuel tax credits receivable	1,199	1,133
Contract assets	591	(2,207)
Parts inventory	(2,566)	(944)
Prepaid expense and other current and long-term assets	9,020	(2,189)
Accounts payable	6,920	(3,989)
Accounts payable, related party	(2,299)	1,142
Fuel tax credits payable	(36)	(7)
Accrued payroll	(3,995)	1,400
Accrued environmental credit rebates	103	429
Accrued expenses and other current and non-current liabilities	(526)	3,082
Operating lease liabilities - current and non-current	(192)	(160)
Contract liabilities	876	1,471
Net cash provided by operating activities	29,679	13,718
Cash flows from investing activities:
Purchase of property, plant, and equipment	(11,566)	(26,752)
Proceeds from sale of short-term investments	0	3,900
Distributions received from equity method investment	7,939	2,726
Cash paid to equity method investments	(5,650)	(1,500)
Net cash used in investing activities	(9,277)	(21,626)
Cash flows from financing activities:
Cash paid for taxes related to net share settlement of equity awards	(382)	(627)
Financing costs paid to other third parties	(1,250)	(238)
Repayment of Sunoma Loan	(423)	(380)
Repayment of equipment loan	0	(22)
Payment of preferred dividends	(2,617)	(5,235)
Distribution to non-redeemable non-controlling interest	(60)	(233)
Proceeds from issuance of shares of Class A common stock under the ATM program, net	0	97
Net cash used in financing activities	(4,732)	(6,638)
Net increase (decrease) in cash, restricted cash, and cash equivalents	15,670	(14,546)
Cash, restricted cash, and cash equivalents, beginning of period	29,228	47,242
Cash, restricted cash, and cash equivalents, end of period	44,898	32,696
Supplemental disclosure of cash flow information
Interest paid, net of $524 and $1,444 capitalized, respectively	6,625	3,242
Tax benefit received	8,037	0
Noncash investing and financing activities:
Right-of-use assets for finance leases included in Property, Plant and equipment, net	58	0
Accrual for purchase of Property, plant and equipment included in Accounts payable and Accrued capital expenses	$ 26,808	$ 10,743

Derivative Financial Instruments and Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024	Mar. 31, 2024	Dec. 31, 2023
Assets:
Cash, cash equivalents and restricted cash	$ 44,898	$ 29,228	$ 32,696	$ 47,242
Fair Value, Recurring
Liabilities:
Earnout liabilities	23	304
Assets:
Cash, cash equivalents and restricted cash	44,898	29,228
Interest rate swap contracts		686
Convertible note receivable	1,409
Fair Value, Recurring \| Money Market Funds
Assets:
Cash, cash equivalents and restricted cash	15,433	19,786
Fair Value, Recurring \| Commodity Contract
Liabilities:
Commodity swap contracts	1,413	72
Assets:
Commodity swap contracts		760
Fair Value, Recurring \| Interest rate swap contracts
Assets:
Commodity swap contracts	285
Fair Value, Recurring \| Level 1
Liabilities:
Earnout liabilities	0	0
Assets:
Cash, cash equivalents and restricted cash	44,898	29,228
Interest rate swap contracts		0
Convertible note receivable	0
Fair Value, Recurring \| Level 1 \| Commodity Contract
Liabilities:
Commodity swap contracts	0	0
Assets:
Commodity swap contracts		0
Fair Value, Recurring \| Level 1 \| Interest rate swap contracts
Assets:
Commodity swap contracts	0
Fair Value, Recurring \| Level 2
Liabilities:
Earnout liabilities	0	0
Assets:
Cash, cash equivalents and restricted cash	0	0
Interest rate swap contracts		686
Convertible note receivable	0
Fair Value, Recurring \| Level 2 \| Commodity Contract
Liabilities:
Commodity swap contracts	1,413	72
Assets:
Commodity swap contracts		0
Fair Value, Recurring \| Level 2 \| Interest rate swap contracts
Assets:
Commodity swap contracts	285
Fair Value, Recurring \| Level 3
Liabilities:
Earnout liabilities	23	304
Assets:
Cash, cash equivalents and restricted cash	0	0
Interest rate swap contracts
Convertible note receivable	1,409
Fair Value, Recurring \| Level 3 \| Commodity Contract
Liabilities:
Commodity swap contracts	0	0
Assets:
Commodity swap contracts		$ 760
Fair Value, Recurring \| Level 3 \| Interest rate swap contracts
Assets:
Commodity swap contracts	$ 0

Related Parties - Narrative (Details) MMBTU in Thousands		1 Months Ended	3 Months Ended		12 Months Ended
Related Parties - Narrative (Details) MMBTU in Thousands	Nov. 29, 2021 shares	Mar. 31, 2025 MMBTU	Mar. 31, 2025 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares	Mar. 14, 2025
Related Party Transaction [Line Items]
Stock subscribed (in shares) \| shares	1,000,000
Amount sold					$ 100,000	$ 100,000
Stock issued (in shares) \| shares					1,000,000	1,000,000
Total revenues			$ 85,407,000	$ 64,952,000
Revenue recognized included in contract liabilities			2,307,000	2,746,000
Termination written notice, term							90 days
Business acquisition, hourly rate fee, maximum			50
Accounts payable, related party			(2,299,000)	1,142,000
Exercise Year 1
Related Party Transaction [Line Items]
Business acquisition, internal rate of return							10.00%
Exercise Year 2
Related Party Transaction [Line Items]
Business acquisition, internal rate of return							15.00%
Exercise Year 3
Related Party Transaction [Line Items]
Business acquisition, internal rate of return							20.00%
Wasatch Interest
Related Party Transaction [Line Items]
Subsidiary, Ownership Percentage, Noncontrolling Owner							50.00%
Project Interest
Related Party Transaction [Line Items]
Subsidiary, Ownership Percentage, Noncontrolling Owner							50.00%
Renewable Natural Gas Fuel Supply Segment
Related Party Transaction [Line Items]
Total revenues			27,599,000	17,727,000
Fuel Station Services Segment
Related Party Transaction [Line Items]
Total revenues			50,678,000	37,142,000
Renewable Power Segment
Related Party Transaction [Line Items]
Total revenues			7,130,000	10,083,000
Related Party \| Commodity Contract
Related Party Transaction [Line Items]
Notional quantity \| MMBTU		255
Related Party \| Renewable Natural Gas Fuel Supply Segment
Related Party Transaction [Line Items]
Total revenues			20,101,000	15,495,000
Related Party \| Fuel Station Services Segment
Related Party Transaction [Line Items]
Total revenues			16,603,000	7,741,000
Revenues, adjusted			14,979,000
Related Party \| Renewable Power Segment
Related Party Transaction [Line Items]
Total revenues			1,166,000	1,526,000
Related Party \| Pine Bend, Sunoma And Noble Road \| Environmental Processing Fees
Related Party Transaction [Line Items]
Total revenues			1,625,000	$ 2,339,000
RNG Fuel \| Related Party
Related Party Transaction [Line Items]
Revenue recognized included in contract liabilities			$ 5,300,000

Leases - Narrative (Details) $ in Thousands	3 Months Ended
Leases - Narrative (Details) $ in Thousands	Mar. 31, 2025 USD ($) facility	Mar. 31, 2024 USD ($)
Operating Leased Assets [Line Items]
Total revenues	$ 85,407	$ 64,952
RNG Fuel (includes revenues from related party of $20,101 and $15,495 for the three months ended March 31, 2025 and 2024, respectively)
Operating Leased Assets [Line Items]
Number of facilities \| facility	2
Fuel Station Services Segment
Operating Leased Assets [Line Items]
Total revenues	$ 50,678	37,142
Renewable Power Segment
Operating Leased Assets [Line Items]
Total revenues	7,130	10,083
Fuel Provider Agreements ("FPAs") \| Fuel Station Services Segment
Operating Leased Assets [Line Items]
Total revenues	2,185	772
Power Purchase Agreements \| Renewable Power Segment
Operating Leased Assets [Line Items]
Total revenues	$ 256	$ 219

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Statement of Comprehensive Income [Abstract]
Dividends on redeemable preferred non-controlling interests	$ 2,180	$ 2,192

Reportable Segments and Geographic Information

3 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

Reportable Segments and Geographic Information

The Company is organized into three operating segments based on the characteristics of its renewable power generation, dispensing portfolio, production and sale of renewable gas, and nature of other products and services.

Our reportable segments disclosure is aligned with the information and internal reporting provided to our CODM. Our Co-CEOs, Adam Comora and Jonathan Maurer, jointly fulfill the role of the CODM. The CODM evaluates performance based on segment net income (loss). For all of the segments, the CODM uses segment net income (loss) in the annual budgeting and monthly forecasting process. The CODM considers budget-to-current forecast and prior forecast-to-current forecast variances for segment net income (loss) on a monthly basis for evaluating performance of each segment and making decisions about allocating capital and other resources to each segment.

The three operating segments are RNG Fuel, Fuel Station Services and Renewable Power. The Company has determined that each of the three operating segments meets the characteristics of a reportable segment under U.S. GAAP.

The Corporate entity is not determined to be an operating segment but is discretely disclosed for purposes of reconciliation of the Company’s consolidated financial statements, and though not denoted as an operating segment, significant expenses are noted within the segment.


(in thousands)	RNG Fuel		Fuel Station Services		Renewable Power		Corporate		Total
Revenue from external customers	$	27,599	$	50,678	$	7,130	$	—	$	85,407
Intersegment revenues	138		4,393		—		—		4,531

Reconciliation of Revenue
Elimination of intersegment revenues	(138)		(4,393)		—		—		(4,531)
Total consolidated revenues	27,599		50,678		7,130		—		85,407

Less: (1)
Cost of sales and other operating costs	11,823		39,726		6,762		14,134		72,445
Less:
Loss from equity method investments	722		—		—		—		722
Interest and financing expense, net	6,017		63		(15)		—		6,065
Project development and start up costs	6,081		—		—		—		6,081
Other Income	—		—		(64)		(649)		(713)
Depreciation, amortization and accretion	2,959		2,034		949		—		5,942
Other segment items (2)	—		(260)		—		1,878		1,618
Segment Loss	(3)		9,115		(502)		(15,363)		(6,753)

Reconciliation of profit or loss (segment income / (loss))
Income tax benefit									8,037
Consolidated net income									$	1,284

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

•Fuel Station Services - gain on RNG dispensing, and gain on asset disposal

•Corporate - information technology expense, legal and professional advisor fees, and other overhead expenses

Geographic Information: The Company's assets and revenue generating activities are domiciled in the United States.

The following table reflects certain other financial data for the reportable segments for the three months ended March 31, 2025:


(in thousands)	RNG Fuel		Fuel Station Services		Renewable Power		Corporate		Total
Other segment disclosures
Equity method investment	$	219,463	$	—	$	—	$	—	$	219,463
Segment assets	638,907		180,605		30,554		34,857		884,923
Cash paid for purchases of property, plant and equipment	4,680		6,886		—		—		11,566


(in thousands)	RNG Fuel		Fuel Station Services		Renewable Power		Corporate		Total
Revenue from external customers	$	17,727	$	37,142	$	10,083	$	—	$	64,952
Intersegment revenues			4,508		—		—		4,508

Reconciliation of Revenue
Elimination of intersegment revenues	—		(4,508)		—		—		(4,508)
Total consolidated revenues	17,727		37,142		10,083		—		64,952

Less: (1)
Cost of sales and other operating costs	8,561		30,822		9,258		10,503		59,144

Less:(1)
Income from equity method investments	(4,206)		—		—		—		(4,206)
Interest and financing expense, net	4,044		(23)		(60)		—		3,961
Project development and start up costs	785		—		—		—		785
Other Income	—		—		(72)		—		(72)
Depreciation, amortization and accretion	1,392		1,319		1,000		—		3,711
Other segment items (2)	20		(698)		30		1,600		952
Segment Income	7,131		5,722		(73)		(12,103)		677
Reconciliation of profit or loss (segment income / (loss))

Consolidated net income									$	677

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

•Fuel Station Services - gain on recognition of RINs

•Corporate - gain on mark-to-market for OPAL and Sponsor Earnout Awards, loss on extinguishment of debt, insurance other overhead expenses

Geographic Information: The Company's assets and revenue generating activities are domiciled in the United States.

The following table reflects certain other financial data for the reportable segments for the year ended December 31, 2024:


(in thousands)	RNG Fuel		Fuel Station Services		Renewable Power		Corporate		Total
Other segment disclosures
Equity method investment	$	223,594	$	—	$	—	$	—	$	223,594
Segment assets	635,927		179,304		30,517		35,329		881,077
Cash paid for purchases of property, plant and equipment	22,957		3,795		—		—		26,752

The tables below outlines the revenue from our two major customers, along with their respective percentages of revenue by each segment.


	Three Months Ended March 31,
	2025				2024
Customer A	Revenue		Percentage of total revenue		Revenue		Percentage of total revenue
RNG Fuel	$	20,101	23.5	%	$	15,495	23.9	%
Fuel Station Services	15,344		18.0	%	7,741		11.9	%
Renewable Power	1,166		1.4	%	1,526		2.3	%
Total	$	36,611	42.9	%	$	24,762	38.1	%


	Three Months Ended March 31,
	2025			2024
Customer B	Revenue	Percentage of total revenue		Revenue	Percentage of total revenue
Fuel Station Services	6,574	7.7	%	9,913	15.3	%
Total	6,574	7.7	%	9,913	15.3	%

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Cash and cash equivalent	$ 40,082	$ 24,310
Accounts receivable, net	30,785	32,013
Restricted cash - current	884	972
Prepaid expenses and other current assets	9,791	18,363
Property, plant and equity, net	467,696	458,258
Other long-term assets	22,837	23,483
Restricted cash - non-current	3,932	3,946
Accrued payroll	5,585	9,580
Accrued expenses and other current liabilities	15,698	14,717
Sunoma Loan - current portion	2,716	10,865
Sunoma Loan, net of debt issuance costs	17,940	18,373
Other long-term liabilities	$ 14,933	15,291
Class A common stock, in treasury, at cost (in shares)	1,635,783
Non-redeemable non-controlling interests	$ 634	618
Total Stockholders' equity (deficit)	57,726	(147,831)
Nonrelated Party
Accounts payable	23,339	16,419
Related Party
Accounts payable	5,633	7,932
Primary Beneficiary
Cash and cash equivalent	518	358
Accounts receivable, net	353	435
Restricted cash - current	884	972
Prepaid expenses and other current assets	106	144
Property, plant and equity, net	25,048	25,428
Other long-term assets	37	0
Restricted cash - non-current	2,421	2,315
Accrued payroll	22	45
Accrued expenses and other current liabilities	606	974
Sunoma Loan - current portion	1,791	1,756
Sunoma Loan, net of debt issuance costs	17,940	18,373
Other long-term liabilities	2,432	2,495
Total Stockholders' equity (deficit)	5,103	4,959
Primary Beneficiary \| Nonrelated Party
Accounts payable	394	22
Primary Beneficiary \| Related Party
Accounts payable	$ 419	$ 426
Class A common stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized (in shares)	340,000,000
Common stock, shares issued (in shares)	30,607,664	30,065,260
Common stock, shares outstanding (in shares)	28,971,881	28,429,477
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized (in shares)	160,000,000
Common stock, shares issued (in shares)	71,500,000
Common stock, shares outstanding (in shares)	71,500,000
Class C common stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized (in shares)	160,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Class D common stock
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized (in shares)	160,000,000
Common stock, shares issued (in shares)	72,899,037
Common stock, shares outstanding (in shares)	72,899,037

Related Parties (Tables)

3 Months Ended

Mar. 31, 2025

Fees Upon Entering Into Management Services Agreement with Related Party and Various Balances for Related Parties

The following table summarizes the various fees recorded under the service agreements with related parties which are included in "Selling, general, and administrative" expenses:


	Three Months Ended March 31,
	2025		2024
Staffing and management services	$	633	$	462
Rent - fixed compensation	230		171
IT services	965		704
Total	$	1,828	$	1,337

The following table presents the various balances for related parties included in our condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024:


	Location in Balance Sheet	March 31, 2025		December 31, 2024
Assets:
Trade AR - NextEra	Accounts receivable, related party	$	6,220	$	14,522
Receivables from equity method investment entities	Accounts receivable, related party	841		—
Total receivables - related party		7,061		14,522
Liabilities:
Payables to equity method investment entities	Accounts payable, related party	4,952		6,946
NextEra	Accounts payable, related party	500		501
Staffing and management services - Fortistar	Accounts payable, related party	4		219
IT services - Costar	Accounts payable, related party	177		266
Total liabilities - related party		$	5,633	$	7,932

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Commitments and Contingencies - Future Minimum Lease Payments - Operating Leases (Details) $ in Thousands	Mar. 31, 2025 USD ($)
Lessee, Lease, Description [Line Items]
2025	$ 3,178
2026	3,617
2027	3,120
2028	2,316
2029	1,979
2030	1,979
Thereafter	19,350
Future minimum lease payments	35,539
Site leases
Lessee, Lease, Description [Line Items]
2025, operating lease	783
2025, finance lease	705
2026, operating lease	1,051
2026, finance lease	963
2027, operating lease	1,129
2027, finance lease	963
2028, operating lease	1,129
2028, finance lease	850
2029, operating lease	1,129
2029, finance lease	850
2030, operating lease	1,129
2030, finance lease	850
2030 and beyond, operating lease	17,650
2030 and beyond, finance lease	1,700
Future minimum lease payments, operating lease	24,000
Future minimum lease payments, finance lease	6,881
Office leases
Lessee, Lease, Description [Line Items]
2025, operating lease	423
2026, operating lease	47
2027, operating lease	0
2028, operating lease	0
2029, operating lease	0
2030, operating lease	0
2030 and beyond, operating lease	0
Future minimum lease payments, operating lease	470
Vehicle and Equipment leases
Lessee, Lease, Description [Line Items]
2025, finance lease	1,267
2026, finance lease	1,556
2027, finance lease	1,028
2028, finance lease	337
2029, finance lease	0
2030, finance lease	0
2030 and beyond, finance lease	0
Future minimum lease payments, finance lease	$ 4,188

Stock-based compensation (Tables)

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

Summary of Equity Awards Under 2022 Plan


	Number of Units	Weighted-Average Grant-Date Fair Value
Unvested as of December 31, 2024	643,591	$	5.66
Granted	1,411,765	2.04


Unvested as of March 31, 2025	2,055,356	$	3.17

A summary of the unvested shares as of March 31, 2025, and changes during the three months ended March 31, 2025, is presented below.


	Number of Units	Weighted-Average Grant-Date Fair Value
Unvested as of December 31, 2024	1,886,824	$	5.39
Granted	3,328,658	2.05
Vested	(542,404)	5.57
Withheld for settlement of taxes	(194,067)	5.90
Forfeited	(4,596)	5.44
Unvested as of March 31, 2025	4,474,415	$	2.86

Stock-based Compensation Expense

The stock-based compensation expense for the above stock awards under the 2022 Plan as well as Parent Equity Awards is included in the selling, general and administrative expenses:


	Three Months Ended March 31,
	2025		2024

2022 Plan	$	1,622	$	853
Parent equity awards	$	129	$	160
	$	1,751	$	1,013

Investments in Other Entities (Tables)

3 Months Ended

Mar. 31, 2025

Equity Method Investments and Joint Ventures [Abstract]

Summary of Equity Method Investments

The following table shows the movement in Investment in Other Entities:


	Pine Bend			Noble Road			GREP			Land2Gas				Paragon			Total
Percentage of ownership	50		%	50		%	20		%	50		%		50		%

Balance at December 31, 2024	$	19,536		$	21,097		$	1,760		$	16,384			$	164,817		$	223,594
Net income from equity method investment	223			918			(528)			(350)				715			978
Contribution by the Company	—			—			—			5,300				—			5,300
Distributions from return on investment in equity method investment (1)	(184)			(772)			—			—				—			(956)
Distributions from return of investment in equity method investment (2)	(316)			(278)			—			—				(7,345)			(7,939)
Accumulated other comprehensive income (loss)	—			—			—			—				(164)			(164)
Amortization of basis difference (3)	(39)			(146)			—			—				(1,515)			(1,700)
Capitalized interest	—			—			—			350			—	—			350
Balance at March 31, 2025	$	19,220		$	20,819		$	1,232		$	21,684			$	156,508		$	219,463

(1) Recorded as part of cash flows from operating activities for the three months ended March 31, 2025.

(2) Recorded as part of cash flows from investing activities for the three months ended March 31, 2025.

(3) Reflected in Income from equity method investments in the condensed consolidated statement of operations for the three months ended March 31, 2025.

The following table summarizes the net income from equity method investments:


	Three Months Ended March 31,
	2025		2024
Revenue	$	22,517	$	25,407
Gross profit	2,815		11,094
Net (loss) income	(2,266)		10,704
Net (loss) income from equity method investments (1)	(722)		4,206

(1) Net income from equity method investments represents our portion of the net (loss) income from equity method investments including amortization of any basis differences.

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


	March 31, 2025		December 31, 2024
Current assets	$	13,552	$	10,554
Non-current assets	130,490		121,934
Total assets	144,042		132,488
Current liabilities	17,976		15,993
Non-current liabilities	36,757		24,612
Total liabilities	$	54,733	$	40,605

Reportable Segments and Geographic Information - Narrative (Details)	3 Months Ended
	Mar. 31, 2025 segment
Segment Reporting [Abstract]
Number of operating segments	3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2025

Mar. 31, 2024

Revenues:

Total revenues

$ 85,407

$ 64,952

Operating expenses:

Project development and startup costs

6,081

785

Selling, general, and administrative

15,967

13,161

Depreciation, amortization, and accretion

5,942

3,711

Loss (income) from equity method investments

722

(4,206)

Total expenses

87,349

61,382

Operating (loss) income

(1,942)

3,570

Other (expense) income:

Interest and financing expense, net

(6,065)

(3,961)

Change in fair value of derivative instruments, net

281

403

Other income

973

665

Total other expenses

(4,811)

(2,893)

(Loss) income before provision for income taxes

(6,753)

677

Income tax benefit

8,037

Net income

1,284

677

Net loss attributable to redeemable non-controlling interests

(1,174)

(1,627)

Net income attributable to non-redeemable non-controlling interests

Dividends on redeemable preferred non-controlling interests

^[1]

2,617

2,618

Net loss attributable to Class A common stockholders

$ (235)

$ (316)

Weighted average shares outstanding of Class A common stock:

Basic (in shares)

27,718,912

27,368,204

Diluted (in shares)

27,718,912

27,368,204

Per share amounts:

Basic (in dollars per share)

$ (0.01)

Diluted (in dollars per share)

$ (0.01)

Renewable Natural Gas Fuel Supply Segment

Revenues:

Total revenues

$ 27,599

$ 17,727

Operating expenses:

Cost of sales

12,153

8,338

Fuel Station Services Segment

Revenues:

Total revenues

50,678

37,142

Operating expenses:

Cost of sales

39,722

30,335

Renewable Power Segment

Revenues:

Total revenues

7,130

10,083

Operating expenses:

Cost of sales

$ 6,762

$ 9,258

[1]

Dividends on redeemable preferred non-controlling interests is allocated between redeemable non-controlling interests and Class A common stockholders based on their weighted average percentage of ownership. Please see Note. 8 Redeemable non-controlling interests, redeemable preferred non-controlling interests and Stockholders' Deficit for additional information.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2025
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Class D Common Stock Conversion On April 23, 2025, our ultimate controlling shareholder, Fortistar LLC (“Fortistar”), through its subsidiary OPAL Holdco LLC, exchanged 50 million shares of Class D common stock of the Company held by it, each of which is entitled to five votes per share on all matters on which stockholders generally are entitled to vote, for an equal number of shares of newly issued Class B common stock of the Company, each of which is entitled to one vote on such matters. This transaction had no effect on the economic interest in the Company held by Fortistar. New RNG Joint Venture On May 9, 2025, a wholly-owned indirect subsidiary of the Company, entered into a limited liability company agreement (the “LLC Agreement”) with a leading environmental solutions company (the "Counterparty"), establishing the terms and conditions of governance and operation of a joint venture (the “Joint Venture”). The purpose of the Joint Venture, 70% of which is owned indirectly by the Company and 30% of which is owned by the Counterparty (together, the "Shares"), is to develop, construct, own and operate a facility (the “RNG Facility”) to produce RNG using biogas generated by a certain landfill. The LLC Agreement governs the terms and conditions of capital contributions to be made by the Joint Venture members to fund the development, construction and operations of the RNG Facility. The LLC Agreement requires members of the Joint Venture to contribute their respective Shares of such capital requirements. The LLC Agreement contemplates that the RNG Facility will be located on a landfill owned by an affiliate of the Counterparty, with a nameplate capacity designed for approximately 5,500 scfm of landfill gas. The representations, warranties and covenants contained in the LLC Agreement were made solely for the benefit of the parties to the LLC Agreement and may be subject to limitations agreed upon by the contracting parties. The LLC Agreement also provides for the Joint Venture to enter into an agreement with an affiliate of the Counterparty for the contractual rights to purchase landfill gas for the purpose of producing RNG at the RNG Facility (the “RNG Gas Rights Agreement”), as well as the site lease for the RNG Facility (the “RNG Site Lease”). The RNG Gas Rights Agreement and RNG Site Lease expire twenty (20) years from the date of commencement of operations of the RNG Facility. The existing gas rights agreement between an indirect subsidiary of the Company and an affiliate of the Counterparty (which relate to renewable electricity facilities) will terminate in accordance with the provisions of the RNG Gas Rights Agreement. Further, the LLC Agreement contemplates that the Joint Venture will enter into a management services agreement (the “MSA”), an operations and maintenance agreement (the “O&M Agreement”), and an RNG marketing agreement (the "RNG Marketing Agreement") with certain wholly-owned, indirect subsidiaries of the Company. The MSA will establish terms and conditions for the day-to-day administration of the projects, including responsibility for managing the development and overseeing the construction of the RNG Facility. The O&M Agreement will establish the terms and conditions for operating and maintaining the RNG Facility once construction is completed. The RNG Marketing Agreement will provide for the acquisition, marketing and sale of the environmental attributes associated with RNG produced by the RNG Facility. The definitive terms and conditions of these agreements are not yet established and, accordingly, there is no guarantee that the Joint Venture will enter into each of these agreements. This summary of the terms of the LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the LLC Agreement, a copy of which is filed as Exhibit 10.6 hereto.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2025
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The Unaudited Condensed Consolidated Financial Statements include the accounts of Opal Fuels, Inc. and its subsidiaries and reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the results of operations for the interim period. In addition, we have consolidated the financial results of jointly owned affiliated companies in which our principal stockholder or other entities have a noncontrolling interest. All intercompany transactions and balances have been eliminated in consolidation. The non-controlling interest attributable to the Company's variable interest entities ("VIE") are presented as a separate component from the Stockholders' equity (deficit) in the consolidated balance sheets and as a non-redeemable non-controlling interest in the consolidated statements of changes in redeemable non-controlling interests, redeemable preferred non-controlling interests and Stockholders' (deficit) equity. As of March 31, 2025 and 2024, the Company held equity interests in seven VIEs — Pine Bend RNG LLC ("Pine Bend"), Noble Road RNG LLC ("Noble Road"), Paragon RNG LLC ("Paragon"), Emerald RNG LLC ("Emerald"), Sapphire RNG LLC ("Sapphire"), Land2Gas LLC ("Land2Gas", Atlantic RNG LLC ("Atlantic"), Burlington RNG LLC ("Burlington")), GREP BTB Holdings LLC ("GREP"), Sunoma Holdings, LLC (“Sunoma”), Central Valley LLC (“Central Valley”). GREP, Emerald, Sapphire, Paragon and Land2Gas were presented as equity method investments and the remaining two VIEs — Sunoma and Central Valley are consolidated by the Company. The consolidated balance sheets summarize the major consolidated balance sheet items for consolidated VIEs as of March 31, 2025 and December 31, 2024. The information is presented on an aggregate basis based on similar risk and reward characteristics and the nature of our involvement with the VIEs, such as: •All of the VIEs are RNG facilities and they are reported under the RNG Fuel Supply segment; •The nature of our interest in these entities is primarily equity based and therefore carry similar risk and reward characteristics. The year-end Condensed Consolidated Balance Sheet data as of December 31, 2024, was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America ("U.S. GAAP"). The interim financial information and notes thereto should be read in conjunction with the Company's latest Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Annual Report") as the interim disclosures generally do not repeat those in the annual financial statements and are condensed in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. The results of operations for the three months ended March 31, 2025, are not necessarily indicative of results to be expected for the entire fiscal year. The Company is organized into three operating segments based on the characteristics and the nature of products and services. The three operating segments are RNG Fuel, Fuel Station Services and Renewable Power. All amounts in these footnotes are presented in thousands of dollars except share and per share data.
Use of estimates	Use of estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates and assumptions of the Company include the residual value of the useful lives of our property, plant and equipment, the fair value of stock-based compensation, asset retirement obligations, the estimated losses on our trade receivables, percentage completion for revenue recognition, incremental borrowing rate for calculating the right-of-use lease assets and lease liabilities, the impairment assessment of goodwill and the fair value of derivative instruments. Actual results could differ from those estimates. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year. The Company provides all third-party construction contracts with a warranty, typically for a period of one year after substantial completion of the construction project. These warranties are accounted for under ASC Topic 460, Guarantees ("ASC 460"), and not as a separate performance obligation. Generally, the company estimates warranty costs based on historical claims experience, and other factors. Actual warranty claims may differ from the estimates, and adjustments to the liability are made as necessary. The Company accrued $173 and $171 of warranty reserves under accrued expense and other current liabilities as of March 31, 2025, and December 31, 2024, respectively.
Accounting Pronouncements Adopted	Accounting Pronouncements Adopted In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280) ("ASU 2023-07"). The update improves the reportable segment disclosure requirements by requiring all entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), report other segment items (segment revenue less the significant expenses disclosed and profit or loss) by reportable segment, title and position of the CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. Additionally, ASU 2023-07 requires that if the CODM uses more than one measure of a segment's net income or loss in assessing segment performance and deciding how to allocate resources, the entity may report one or more of those additional measures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 and should be applied retrospectively for all periods presented. The Company adopted ASU 2023-07 in the year ended December 31, 2024, and applied the standard retrospectively for all periods presented. The adoption did not have a material effect on the Company’s financial position, results of operations and cash flows. Please see Note 7. Reportable Segments, for additional information. In August 2023, the FASB issued Accounting Standards Update No. 2023-05, Business Combinations- Joint Venture Formations (Subtopic 805-60) ("ASU 2023-05"). The update requires all joint ventures formed after January 1, 2025, upon formation, to apply a new basis of accounting and initially measure its assets and liabilities at fair value. ASU 2023-05 is effective prospectively for joint ventures with a formation date on or after January 1, 2025. The adoption did not have a material effect on the Company’s financial position, results of operations, cash flows or disclosures.
Earnout Liabilities	Earnout Liabilities In connection with the business combination completed in July 2022 and pursuant to a sponsor letter agreement, ArcLight CTC Holdings II, L.P. agreed to subject 10% of its Class A common stock (received as a result of the conversion of its ArcLight Class B ordinary shares immediately prior to the closing) to vesting and forfeiture conditions relating to VWAP targets for the Company's Class A common stock sustained over a period of 60 months following the closing. As of March 31, 2025 and December 31, 2024, the number of shares subject to forfeiture was 716,650 (the "Sponsor Earnout Awards").
Redeemable non-controlling interests	Redeemable non-controlling interests Redeemable non-controlling interests represent the portion of OPAL Fuels that the Company controls and consolidates but does not own. The Redeemable non-controlling interest represents 144,399,037 Class B Units issued by OPAL Fuels to the prior investors. The Company allocates net income or loss attributable to Redeemable non-controlling interest based on weighted average ownership interest during the period. The net income or loss attributable to Redeemable non-controlling interests is reflected in the condensed consolidated statement of operations. At each balance sheet date, the mezzanine equity classified Redeemable non-controlling interests is adjusted up to their maximum redemption value if necessary, with an offset in Stockholders' equity (deficit).
Parts Inventory	Parts Inventory Parts inventory, also referred to as supplies inventory, consists of shop spare parts inventory and construction site parts inventory. The substantial amount of inventory is identified, tracked and treated as finished goods.
Environmental credits held for sale	Environmental credits held for sale For the three months ended March 31, 2025 and 2024, the Company recorded $5,847 and 3,156 as part of Cost of sales - Fuel Station Services in its condensed consolidated statements of operations to adjust environmental credits held for sale to lower of cost and net realizable value.
Vulnerability Due to Certain Concentrations	Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and trade receivables. The Company places its cash with high credit quality financial institutions located in the United States of America. The Company performs ongoing credit evaluations of its customers.
Investment Tax Credits	Investment Tax Credits In the first quarter of 2025, the Company sold to a third-party purchaser certain transferable Investment Tax Credits (ITCs) that had been generated by the Company from its investments in the Renewable Natural Gas segment. The Company elected to consider expected transfers of the credits in assessing their realizability as part of the valuation allowance analysis and recognize changes in the estimated proceeds as an adjustment to its valuation allowance. The Company accounted for the ITC sale in accordance with ASC 740 by electing the flow-through method to recognize the ITC benefit when it arises.
Leases	Leases Lessor contracts Fuel provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. We have determined that the FPAs contain a lease component for the use of the Fueling Station in addition to the non-lease components related to providing CNG/RNG as well as providing all-inclusive maintenance and warranty services. Included in Fuel Station Service revenues are $2,185 and $772 and related to the lease portion of the FPAs for the three months ended March 31, 2025 and 2024, respectively. The Company allocated the contract consideration between the lease component and non-lease components on a relative standalone selling price basis. Power purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. Included in Renewable Power revenues are $256 and $219 related to the lease element of the PPAs for the three months ended March 31, 2025 and 2024, respectively.
Leases	Leases Lessor contracts Fuel provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. We have determined that the FPAs contain a lease component for the use of the Fueling Station in addition to the non-lease components related to providing CNG/RNG as well as providing all-inclusive maintenance and warranty services. Included in Fuel Station Service revenues are $2,185 and $772 and related to the lease portion of the FPAs for the three months ended March 31, 2025 and 2024, respectively. The Company allocated the contract consideration between the lease component and non-lease components on a relative standalone selling price basis. Power purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. Included in Renewable Power revenues are $256 and $219 related to the lease element of the PPAs for the three months ended March 31, 2025 and 2024, respectively.
Fair value measurements	Fair value measurements The carrying amount of cash and cash equivalents, accounts receivable, net, and accounts payable and accrued expenses approximates fair value due to their short-term maturities. The Company accounts for asset retirement obligations by recording the fair value of a liability for an asset retirement obligation in the period in which it is incurred and when a reasonable estimate of fair value can be made.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Total revenues	$ 85,407	$ 64,952
Renewable Natural Gas Fuel Supply Segment
Total revenues	27,599	17,727
Renewable Natural Gas Fuel Supply Segment \| Related Party
Total revenues	20,101	15,495
Fuel Station Services Segment
Total revenues	50,678	37,142
Fuel Station Services Segment \| Related Party
Total revenues	16,603	7,741
Renewable Power Segment
Total revenues	7,130	10,083
Renewable Power Segment \| Related Party
Total revenues	$ 1,166	$ 1,526

- Definition

+ References

+ Details

Stock-based compensation

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

Stock-based compensation

Performance Units

The performance units are contingent upon Company achieving certain Adjusted EBITDA and production targets. The grant date fair value of these awards was estimated using the closing share price of the Company's stock on the date of the grant and the compensation cost related to these awards is recognized based on the relative satisfaction of the performance condition as of the reporting date. The applicable performance period for performance units granted in 2025 is January 1, 2027 to December 31, 2027, and all such performance units are scheduled to vest on March 31, 2028 subject to achievement of certain performance criteria.


	Number of Units	Weighted-Average Grant-Date Fair Value
Unvested as of December 31, 2024	643,591	$	5.66
Granted	1,411,765	2.04


Unvested as of March 31, 2025	2,055,356	$	3.17

Restricted stock

The Company’s RSUs are convertible into shares of the Company’s Class A common stock upon vesting on a one-to-one basis, and generally contain time-based vesting conditions. The RSUs generally vest over the service period of one to three years.

A summary of the unvested shares as of March 31, 2025, and changes during the three months ended March 31, 2025, is presented below.


	Number of Units	Weighted-Average Grant-Date Fair Value
Unvested as of December 31, 2024	1,886,824	$	5.39
Granted	3,328,658	2.05
Vested	(542,404)	5.57
Withheld for settlement of taxes	(194,067)	5.90
Forfeited	(4,596)	5.44
Unvested as of March 31, 2025	4,474,415	$	2.86

Parent Equity Awards

There were no new residual equity interest grants during the three months ended March 31, 2025.

The stock-based compensation expense for the above stock awards under the 2022 Plan as well as Parent Equity Awards is included in the selling, general and administrative expenses:


	Three Months Ended March 31,
	2025		2024

2022 Plan	$	1,622	$	853
Parent equity awards	$	129	$	160
	$	1,751	$	1,013

Commitments and Contingencies

3 Months Ended

Mar. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Letters of Credit

As of March 31, 2025 and December 31, 2024, the Company was required to maintain seventeen and nine standby letters of credit totaling $14,610 and $15,120, respectively, to support obligations of certain Company subsidiaries. These letters of credit were issued in favor of a lender, utilities, a governmental agency, and an independent system operator under PPA electrical interconnection agreements, and in place of a debt service reserve. There have been no draws to date on these letters of credit.

Purchase Options

The Company has two contracts with customers to provide CNG for periods of seven and ten years, respectively. The customers have an option to terminate the contracts and purchase the Company's CNG Fueling Station at the customers' sites for a fixed amount that declines annually.

In July 2015, the Company entered into a ten year fuel sales agreement with a customer that included the construction of a CNG Fueling Station owned and managed by the Company on the customer's premises. At the end of the contract term, the customer has an option to purchase the CNG Fueling Station for a fixed amount. The cost of the CNG Fueling Station was recorded to Property, plant, and equipment and is being depreciated over the contract term.

Lease commitments

The table below provides the total amount of lease payments on an undiscounted basis on our lease contracts as of March 31, 2025:


	Site leases		Office leases		Vehicle and Equipment leases		Site lease - Finance		Total

2025	$	783	$	423	$	1,267	$	705	$	3,178
2026	1,051		47		1,556		963		3,617
2027	1,129		—		1,028		963		3,120
2028	1,129		—		337		850		2,316
2029	1,129		—		—		850		1,979
2030	1,129		—		—		850		1,979
Thereafter	17,650		—		—		1,700		19,350
	24,000		470		4,188		6,881		35,539

Guaranty

On September 13, 2024, OPAL Paragon entered into a tax credit purchasing agreement with Apollo Management Holdings, L.P., ("Buyer"), pursuant to which OPAL Paragon sold $11,096 investment tax credits to the Buyer for net proceeds of $8,906. If the tax credits are disallowed or recaptured from the Buyer, OPAL Paragon will be required to return the purchase price and pay any taxes, interests or penalties incurred.

In connection with the above transaction, the Company entered into an agreement that guarantees Opal Paragon's obligations up to $16,644. This amount decreases 20% annually for five years.

On March 28, 2025, OPAL Paragon entered into a tax credit purchasing agreement with the Buyer, pursuant to which OPAL Paragon sold $9,801 investment tax credits to the Buyer for net proceeds of $8,037. If the tax credits are disallowed or recaptured from the Buyer, OPAL Paragon will be required to return the purchase price and pay any taxes, interests or penalties incurred.

In connection with the above transaction, the Company entered into an agreement that guarantees Opal Paragon's obligations up to $13,365. This amount decreases 20% annually for five years.

Legal Matters

The Company is involved in various claims arising in the normal course of business. Management believes that the outcome of these claims will not have a material adverse effect on the Company's financial position, results of operations or cash flows.

Set forth below is information related to the Company’s material pending legal proceedings as of the date of this report, other than ordinary routine litigation incidental to the business.

Central Valley Project

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

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

In January 2024, the Company filed a civil lawsuit captioned, MD Digester, LLC. et. al. vs. VEC Partners, Inc. et. al.; with the California Superior Court, County of San Joaquin; Action No. STK- CV-UCC-2024-0000185 and commenced a related arbitration proceeding in order to obtain a formal determination on the claims; AAA Case No. 01-24-0000-0775. The Superior Court Action has been stayed, pending the conclusion of the arbitration. In the meantime, the AAA has empaneled three experienced arbitrators and has set the hearing date for the matter, currently schedule in May 2026.

The EPC Agreement requires that CEI, continue working during the course of the litigation and related arbitration proceedings; however, CEI effectively stopped working. Between May and August 2024, MD issued a series of Notices of Default and Demands to Cure to CEI. CEI failed to cure, and on July 30, 2024, MD terminated CEI for default. MD notified CEI’s performance bond surety, Atlantic Specialty Insurance Company of the termination and demanded that it perform under the bond. Atlantic has denied the claim.

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

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

CEI has since recorded mechanic’s liens against each of the projects for $4,900 (MD) and $2,000 (VS), and recently filed actions with the Stanislaus and San Joaquin County Superior Courts, respectively, to enforce their liens. It is expected that these claims will be stayed and consolidated with the pending arbitration proceeding.

In addition to the above-referenced action and arbitration, several of CEI’s subcontractors have recorded mechanic’s liens against the MD and VS projects, which the Company is obligated to defend and indemnify the dairy owners from and against. Several of liens were untimely and have been released.

The Company believes its claims against CEI (and the surety where bond claims are denied) have substantial merit, and intends to prosecute the claims vigorously. However, due to the incipient stage of the litigation and related arbitration, the recency of the termination, and the ongoing status of the proceedings and discussions with the bond surety, as well as the uncertainties involved in all litigation and arbitration, the Company is unable at this time to assess the likely outcome of the litigation and related arbitration, the timing of its resolution, or its ultimate impact, if any, on the Central Valley projects or the Company's business, financial condition or results of operations.

Former Development Partner/Construction Manager

In March 2024, the Company filed an action in the Orange County Superior Court (Case No. 30- 2024-01415510-CU-BC-CXC) against its former development partner and construction manager, Sierra Renewable Organics Management, LLC, as well as its principal (Ethan Werner) and affiliated engineering firm (CH Four Biogas) for Breach of Contract, Indemnity, Declaratory Relief, Intentional Misrepresentation and Negligent Misrepresentation relating to the design and development of the Projects. The case is not yet at issue, so no answer or cross claims have been filed yet, and no discovery has been conducted.

Derivative Financial Instruments and Fair Value Measurements - Other Derivative Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Derivative [Line Items]
Change in fair value of derivative instruments, net	$ 73	$ 0
Other Derivatives
Derivative [Line Items]
Change in fair value of derivative instruments, net	281	403
Sponsor Earnout Awards gain
Derivative [Line Items]
Change in fair value of derivative instruments, net	$ 281	$ 403

Commitments and Contingencies - Narrative (Details) $ in Thousands			1 Months Ended	3 Months Ended
	Mar. 28, 2025 USD ($)	Sep. 13, 2024 USD ($)	Jul. 31, 2015	Mar. 31, 2025 USD ($) standby_letters_of_credit contract	Dec. 31, 2024 USD ($) standby_letters_of_credit
Line of Credit Facility [Line Items]
Number of standby letters of credit held \| standby_letters_of_credit				17	9
Investment tax credit, purchase agreement	$ 9,801
Proceeds from investment tax credit	8,037
Estimated loss per contract				$ 4,900
Estimated loss from claim				2,000
Apollo Management Holdings, L..P.
Line of Credit Facility [Line Items]
Investment tax credit, purchase agreement		$ 11,096
Proceeds from investment tax credit		8,906
Purchase obligation	$ 13,365	$ 16,644
Purchase obligation, amount decrease, percent	20.00%
Investment tax credit, term	5 years
V E C Partners Inc Dba C E I Builders C E I \| M D Digester L L C
Line of Credit Facility [Line Items]
Estimated loss per contract				$ 14,000
Compressed Natural Gas (CNG)
Line of Credit Facility [Line Items]
Number of purchase option contracts to provide CNG \| contract				2
Compressed Natural Gas (CNG) \| Minimum
Line of Credit Facility [Line Items]
Term of purchase option contract (in years)				7 years
Compressed Natural Gas (CNG) \| Maximum
Line of Credit Facility [Line Items]
Term of purchase option contract (in years)				10 years
Fuel
Line of Credit Facility [Line Items]
Term of purchase option contract (in years)			10 years
Standby Letters of Credit
Line of Credit Facility [Line Items]
Standby letters of credit outstanding balance				$ 14,610	$ 15,120
Draws on standby letters of credit				$ 0

Investments in Other Entities - Summary of Net Income (Loss) From Equity Method Investments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Schedule of Equity Method Investments [Line Items]
Revenue	$ 85,407	$ 64,952
Net (loss) income	1,284	677
Net income from equity method investments	(722)	4,206
Current assets	116,387		$ 117,188
Total assets	884,923		881,077
Current liabilities	101,602		103,596
Total liabilities	420,478		416,045
Equity Method Investment
Schedule of Equity Method Investments [Line Items]
Revenue	22,517	25,407
Gross profit	2,815	11,094
Net (loss) income	(2,266)	$ 10,704
Current assets	13,552		10,554
Non-current assets	130,490		121,934
Total assets	144,042		132,488
Current liabilities	17,976		15,993
Non-current liabilities	36,757		24,612
Total liabilities	$ 54,733		$ 40,605

Net Loss Per Share

3 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

Net Loss Per Share

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


	Three Months Ended March 31,
	2025		2024
Net loss attributable to Class A common stockholders	(235)		(316)

Weighted average number of shares of Class A common stock - basic	27,718,912		27,368,204

Weighted average number of shares of Class A common stock - diluted	27,718,912		27,368,204
Net loss per share of Class A common stock
Basic	$	(0.01)	$	(0.01)
Diluted	$	(0.01)	$	(0.01)

The basic income (loss) per share for the three months ended March 31, 2025 does not include 1,635,783 shares in treasury and 716,650 shares that are issued and outstanding but are contingent on achieving earnout targets.

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


	As of March 31,
	2025	2024
Stock options	498,661	536,188
Unvested PSUs	2,055,356	716,650
Unvested RSUs	4,474,415	1,828,084
OPAL Fuels Class B units	144,399,037	144,399,037

Leases	3 Months Ended
Leases	Mar. 31, 2025
Leases [Abstract]
Leases	Leases Lessor contracts Fuel provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. We have determined that the FPAs contain a lease component for the use of the Fueling Station in addition to the non-lease components related to providing CNG/RNG as well as providing all-inclusive maintenance and warranty services. Included in Fuel Station Service revenues are $2,185 and $772 and related to the lease portion of the FPAs for the three months ended March 31, 2025 and 2024, respectively. The Company allocated the contract consideration between the lease component and non-lease components on a relative standalone selling price basis. Power purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. Included in Renewable Power revenues are $256 and $219 related to the lease element of the PPAs for the three months ended March 31, 2025 and 2024, respectively.
Leases	Leases Lessor contracts Fuel provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. We have determined that the FPAs contain a lease component for the use of the Fueling Station in addition to the non-lease components related to providing CNG/RNG as well as providing all-inclusive maintenance and warranty services. Included in Fuel Station Service revenues are $2,185 and $772 and related to the lease portion of the FPAs for the three months ended March 31, 2025 and 2024, respectively. The Company allocated the contract consideration between the lease component and non-lease components on a relative standalone selling price basis. Power purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. Included in Renewable Power revenues are $256 and $219 related to the lease element of the PPAs for the three months ended March 31, 2025 and 2024, respectively.
Leases	Leases Lessor contracts Fuel provider agreements Fuel provider agreements ("FPAs") are for the sale of brown gas, service and maintenance of sites. The Company is contracted to design and build a Fueling Station on the customer's property in exchange for the Company providing CNG/RNG to the customer for a determined number of years. We have determined that the FPAs contain a lease component for the use of the Fueling Station in addition to the non-lease components related to providing CNG/RNG as well as providing all-inclusive maintenance and warranty services. Included in Fuel Station Service revenues are $2,185 and $772 and related to the lease portion of the FPAs for the three months ended March 31, 2025 and 2024, respectively. The Company allocated the contract consideration between the lease component and non-lease components on a relative standalone selling price basis. Power purchase agreements Power purchase agreements ("PPAs") are for the sale of electricity generated at our Renewable Power facilities. All of our Renewable Power facilities operate under fixed pricing or indexed pricing based on market prices. Two of our Renewable Power facilities transfer the right to control the use of the power plant to the purchaser and are therefore classified as operating leases. Included in Renewable Power revenues are $256 and $219 related to the lease element of the PPAs for the three months ended March 31, 2025 and 2024, respectively.

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2025	May 09, 2025
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2025
Document Transition Report	false
Entity File Number	001-40272
Entity Registrant Name	OPAL FUELS INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1578357
Entity Address, Address Line One	One North Lexington Avenue
Entity Address, Address Line Two	Suite 1450
Entity Address, City or Town	White Plains
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10601
City Area Code	914
Local Phone Number	705-4000
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	OPAL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001842279
Amendment Flag	false
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		28,971,881
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		121,500,000
Class D common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		22,899,037

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents (includes $518 and $358 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)	$ 40,082	$ 24,310
Accounts receivable, net (includes $353 and $435 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)	30,785	32,013
Restricted cash - current (includes $884 and $972 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)	884	972
Fuel tax credits receivable	4,440	5,639
Contract assets	10,484	11,075
Parts inventory	12,860	10,294
Prepaid expense and other current assets (includes $106 and $144 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)	9,791	18,363
Total current assets	116,387	117,188
Property, plant, and equipment, net (includes $25,048 and $25,428 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)	467,696	458,258
Investment in other entities	219,463	223,594
Other long-term assets (includes $37 and $— at March 31, 2025 and December 31, 2024, related to consolidated VIEs)	22,837	23,483
Restricted cash - non-current (includes $2,421 and $2,315 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)	3,932	3,946
Goodwill	54,608	54,608
Total assets	884,923	881,077
Current liabilities:
Fuel tax credits payable	4,386	4,422
Accrued payroll (includes $22 and $45 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)	5,585	9,580
Accrued capital expenses	26,808	23,238
Accrued environmental credit rebates	5,494	5,391
Accrued expenses and other current liabilities (includes $606 and $974 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)	15,698	14,717
Contract liabilities	10,152	9,276
OPAL Term Loan - current portion	2,716	10,865
Sunoma Loan - current portion (includes $1,791 and $1,756 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)	1,791	1,756
Total current liabilities	101,602	103,596
OPAL Term Loan, net of debt issuance costs	273,943	266,630
Sunoma Loan, net of debt issuance costs (includes $17,940 and $18,373 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)	17,940	18,373
Operating lease liabilities - non-current portion	12,060	12,155
Other long-term liabilities (includes $2,432 and $2,495 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)	14,933	15,291
Total liabilities	420,478	416,045
Stockholders' equity (deficit)
Additional paid-in capital	0	0
Retained earnings (Accumulated deficit)	68,631	(137,004)
Accumulated other comprehensive income	58	152
Class A common stock in treasury, at cost; 1,635,783 at March 31, 2025 and December 31, 2024	(11,614)	(11,614)
Total Stockholders' equity (deficit) attributable to the Company	57,092	(148,449)
Non-redeemable non-controlling interests (includes $634 and $618 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)	634	618
Total Stockholders' equity (deficit) (includes $5,103 and $4,959 at March 31, 2025 and December 31, 2024, respectively, related to consolidated VIEs)	57,726	(147,831)
Total liabilities, Redeemable preferred non-controlling interests, Redeemable non-controlling interests and Stockholders' equity (deficit)	884,923	881,077
Redeemable preferred non-controlling interests
Current liabilities:
Redeemable non-controlling interests	130,000	130,000
Redeemable non-controlling interests
Current liabilities:
Redeemable non-controlling interests	276,719	482,863
Class A common stock
Stockholders' equity (deficit)
Common stock	3	3
Class B common stock
Stockholders' equity (deficit)
Common stock	7	7
Class C common stock
Stockholders' equity (deficit)
Common stock	0	0
Class D common stock
Stockholders' equity (deficit)
Common stock	7	7
Related Party
Current assets:
Accounts receivable, related party	7,061	14,522
Current liabilities:
Accounts payable	5,633	7,932
Nonrelated Party
Current liabilities:
Accounts payable	$ 23,339	$ 16,419

Derivative Financial Instruments and Fair Value Measurements - Narrative (Details) $ in Thousands	Mar. 31, 2025 USD ($) $ / shares yr	Dec. 31, 2024 USD ($)
Derivative [Line Items]
Long-term debt, excluding current portion	$ 291,883	$ 285,003
Fair Value, Recurring
Derivative [Line Items]
Fair value of convertible notes receivable	$ 1,409
Sponsor Earnout Awards gain
Derivative [Line Items]
Warrants expiration period	2 years 3 months 21 days
Share price \| Sponsor Earnout Awards gain
Derivative [Line Items]
Warrants, measurement input \| $ / shares	1.84
Expected volatility \| Sponsor Earnout Awards gain
Derivative [Line Items]
Warrants, measurement input	0.50
Risk free interest rate \| Sponsor Earnout Awards gain
Derivative [Line Items]
Warrants, measurement input	0.0389
Expected term \| Sponsor Earnout Awards gain
Derivative [Line Items]
Warrants, measurement input \| yr	3
Dividend yield \| Sponsor Earnout Awards gain
Derivative [Line Items]
Warrants, measurement input	0
Level 2
Derivative [Line Items]
Long-term debt, excluding current portion	$ 296,390	297,624
Level 2 \| Fair Value, Recurring
Derivative [Line Items]
Fair value of convertible notes receivable	0
Level 3 \| Fair Value, Recurring
Derivative [Line Items]
Fair value of convertible notes receivable	$ 1,409
Minimum \| Level 3 \| Discount rate
Derivative [Line Items]
Asset retirement obligation, measurement input	0.0575
Maximum \| Level 3 \| Discount rate
Derivative [Line Items]
Asset retirement obligation, measurement input	0.085
Interest rate swap contracts \| Cash Flow Hedging
Derivative [Line Items]
Prepaid expenses and other current assets	$ 184	$ 238

Borrowings

3 Months Ended

Mar. 31, 2025

Debt Disclosure [Abstract]

Borrowings

The following table summarizes the borrowings under the various debt facilities as of March 31, 2025 and December 31, 2024:


	March 31, 2025		December 31, 2024
OPAL Term Loan and Revolving Loan	286,617		286,617
Less: unamortized debt issuance costs	(9,958)		(9,122)
Less: current portion	(2,716)		(10,865)
OPAL Term Loan and Revolving Loan, net of debt issuance costs	273,943		266,630
Sunoma Loan	20,423		20,846
Less: unamortized debt issuance costs	(692)		(717)
Less: current portion	(1,791)		(1,756)
Sunoma Loan, net of debt issuance costs	17,940		18,373
Non-current borrowings total	$	291,883	$	285,003

As of March 31, 2025, principal maturities of debt are expected as follows, excluding any undrawn debt facilities as of the date of the condensed consolidated balance sheets:


	OPAL Term Loan		Sunoma Loan		Total
Fiscal year:
Nine months ending December 31, 2025	$	—	$	1,333	$	1,333
2026	10,865		1,898		12,763
2027	10,865		2,051		12,916
2028	264,887		2,213		267,100
2029	—		2,395		2,395
2030	—		2,589		2,589
Thereafter	—		7,944		7,944
	$	286,617	$	20,423	$	307,040

Amended OPAL Term Loan and Revolving Loan

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

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

The Credit Agreement Amendment also eases the conditions precedent to making new Projects eligible for borrowing under the Credit Agreement, extends the availability period for delay draw term loans under the Credit Agreement through March 5, 2026, and extends the commencement of repayment of such term loans until March 31, 2026. The Amendment was accounted for as a modification in the period ended March 31, 2025.

In connection with the Credit Agreement Amendment, the Borrower paid the Administrative Agent, for the account of each lender, a one-time nonrefundable fee of $1,250. These costs have been recorded as a direct reduction against the debt and amortized over the life of the associated debt as a component of interest expense using the effective interest method.

As of March 31, 2025 and December 31, 2024, the outstanding loan balance (current and non-current) excluding deferred financing costs was $286,617. During the three months ended March 31, 2025, the Company did not draw additional funds from the term loan. Additionally, the Company utilized $28,578 of availability under the revolver loan. Of this amount, $13,578 was utilized for the issuance of letters of credit to support the operations of the Borrower and the Guarantors, while $15,000 was drawn to support working capital needs.

The Company has the ability, during the delayed draw availability period and subject to the satisfaction of certain credit and project-related conditions precedent, to join other newly acquired subsidiaries with comparable renewable projects in development under the credit facility for comparable funding. As of March 31, 2025, the Company is in compliance with the financial covenants under the OPAL Term Loan. The amounts outstanding under the Credit Agreement are secured by the assets of the indirect subsidiaries of OPAL Intermediate Holdco.

Sunoma Loan

On August 27, 2020, Sunoma, an indirect wholly-owned subsidiary of the Company entered into a debt agreement (the "Sunoma Loan Agreement") with Live Oak Banking Company for an aggregate principal amount of $20,000 that was increased to $23,000 in 2022. As of March 31, 2025, Sunoma is in compliance with the financial covenants under the Sunoma Loan Agreement.

As of March 31, 2025 and December 31, 2024, the outstanding loan balance (current and non-current) excluding deferred financing costs was $20,423 and $20,846, respectively. The Company also utilized $968 for the issuance of letters of credit to support the operations of the Borrower. The amounts outstanding under the Sunoma Loan are secured by the assets of Sunoma.

The significant assets of Sunoma are parenthesized in the condensed consolidated balance sheets as March 31, 2025 and December 31, 2024.

2025

For the three months ended March 31, 2025, the weighted average effective interest rate including amortization of debt issuance costs on OPAL Term Loan was 9.1%. For the three months ended March 31, 2025, the interest rate on the Sunoma Loan was 8.7%.

2024

For the three months ended March 31, 2024, the weighted average effective interest rate on OPAL Term Loan including amortization of debt issuance costs was 7.3%. For the three months ended March 31, 2024, the interest rate on the Sunoma loan was 8.6%.

The following table summarizes the Company's total interest expense for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
	2025		2024
Sunoma Loan	418		461
OPAL Term Loan (1)	4,956		2,769
Commitment fees and other finance fees	499		688
Amortization of deferred financing cost	438		555
Interest expense on finance leases	139		147
Interest income	(385)		(659)
Total interest expense	$	6,065	$	3,961

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Related Parties - Fees Upon Entering Into Management Services Agreement with Related Party and Various Balances for Related Parties (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Related Party Transaction [Line Items]
Selling, general, and administrative	$ 15,967	$ 13,161
Related Party
Assets
Accounts receivable, related party	7,061		$ 14,522
Liabilities [Abstract]
Accounts payable, related party	5,633		7,932
Related Party \| Costar
Related Party Transaction [Line Items]
Selling, general, and administrative	1,828	1,337
Related Party \| Costar \| Staffing and management services
Related Party Transaction [Line Items]
Selling, general, and administrative	633	462
Related Party \| Costar \| Rent - fixed compensation
Related Party Transaction [Line Items]
Selling, general, and administrative	230	171
Related Party \| Costar \| IT services
Related Party Transaction [Line Items]
Selling, general, and administrative	965	$ 704
Liabilities [Abstract]
Accounts payable, related party	177		266
Related Party \| Equity Method Investment Entities
Assets
Accounts receivable, related party	841		0
Liabilities [Abstract]
Accounts payable, related party	4,952		6,946
Related Party \| NextEra
Assets
Accounts receivable, related party	6,220		14,522
Liabilities [Abstract]
Accounts payable, related party	500		501
Related Party \| Fortistar \| Staffing and management services
Liabilities [Abstract]
Accounts payable, related party	$ 4		$ 219

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2025

Accounting Policies [Abstract]

Disaggregation of Revenue By Product Line

The following table shows the disaggregation of revenue according to product line:


	Three Months Ended March 31,
	2025		2024
Renewable Power sales	$	6,004	$	5,819
Third party construction	7,991		10,790
Service	6,609		5,335
Brown gas sales	6,364		5,602
Environmental credits (1)	55,177		35,677
Parts sales	544		397
Other (2)	277		341
Total revenue from contracts with customers	82,966		63,961
Lease revenue (3)	2,441		991
Total revenue	$	85,407	$	64,952

(1) Includes revenues of $0 and $3,617 respectively, for the three months ended March 31, 2025 and 2024, from customers domiciled outside of United States.

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

(3) Lease revenue relates to approximately thirty-eight fuel purchasing agreements out of which we have two of our RNG Fuel stations with minimum take or pay provisions and revenue from power purchase agreements at two of our Renewable Power facilities where we determined that we transferred the right to control the use of the power plant to the purchaser.

Receivables, Contract Assets and Contract Liabilities From Contracts With Customers

The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers:


	March 31, 2025		December 31, 2024
Accounts receivable, net	$	30,785	$	32,013
Contract assets:
Cost and estimated earnings in excess of billings	$	8,416	8,547
Accounts receivable retainage, net	2,068		2,528
Contract assets total	$	10,484	$	11,075
Contract liabilities:
Billings in excess of costs and estimated earnings	$	10,152	9,276
Contract liabilities total	$	10,152	$	9,276

Subsequent events (Details) - Subsequent Event	Apr. 23, 2025 vote shares	May 09, 2025 scfm
Subsequent Event [Line Items]
Landfill gas \| scfm		5,500
Property lease, term		20 years
RNG Facility
Subsequent Event [Line Items]
Subsidiary, ownership percentage, parent		70.00%
Subsidiary ownership percentage, counterparty		30.00%
Class D common stock
Subsequent Event [Line Items]
Conversion of stock, shares converted (in shares) \| shares	50,000,000
Common stock, number of votes per share	5
Class B common stock
Subsequent Event [Line Items]
Common stock, number of votes per share	1

Borrowings - Schedule of Interest Expense on Borrowings (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Debt Instrument [Line Items]
Commitment fees and other finance fees	$ 499	$ 688
Amortization of deferred financing cost	438	555
Interest expense on finance leases	139	147
Interest income	(385)	(659)
Total interest expense	6,065	3,961
Interest capitalized	524	1,444
Sunoma Loan
Debt Instrument [Line Items]
Interest expense	418	461
Secured Debt
Debt Instrument [Line Items]
Interest expense	$ 4,956	$ 2,769

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Deficit) - Changes in Redeemable Preferred Units (Details) - USD ($) $ in Thousands		3 Months Ended		12 Months Ended
	Nov. 29, 2021	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Increase (Decrease) In Temporary Equity, Amount [Roll Forward]
Stock subscribed (in shares)	1,000,000
Amount sold				$ 100	$ 100
Stock issued (in shares)				1,000,000	1,000,000
Redeemable Preferred non-controlling interests
Increase (Decrease) In Temporary Equity, Amount [Roll Forward]
Beginning balance		$ 130,000	$ 132,617
Preferred dividends attributable to OPAL Fuels		2,180
Preferred dividends attributable to Class A common stockholders		437
Payment of preferred dividend		(2,617)	(5,235)
Ending balance		$ 130,000	$ 130,000	$ 132,617
Series A-1 preferred units(1)
Increase (Decrease) In Temporary Equity, Units [Roll Forward]
Beginning balance (in shares)		300,000
Ending balance (in shares)		300,000
Increase (Decrease) In Temporary Equity, Amount [Roll Forward]
Beginning balance		$ 30,000
Preferred dividends attributable to OPAL Fuels		503
Preferred dividends attributable to Class A common stockholders		101
Payment of preferred dividend		(604)
Ending balance		$ 30,000
Stock issued (in shares)	300,000
Series A preferred units(2)
Increase (Decrease) In Temporary Equity, Units [Roll Forward]
Beginning balance (in shares)		1,000,000
Ending balance (in shares)		1,000,000
Increase (Decrease) In Temporary Equity, Amount [Roll Forward]
Beginning balance		$ 100,000
Preferred dividends attributable to OPAL Fuels		1,677
Preferred dividends attributable to Class A common stockholders		336
Payment of preferred dividend		(2,013)
Ending balance		$ 100,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Statement of Cash Flows [Abstract]
Interest capitalized	$ 524	$ 1,444

Reportable Segments and Geographic Information - Segment Reporting Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	$ 85,407	$ 64,952
Cost of sales and other operating costs	72,445	59,144
Income from equity method investments		(4,206)
Loss (income) from equity method investments	722	(4,206)
Interest and financing expense, net	6,065	3,961
Project development and startup costs	6,081	785
Other Income	(713)	(72)
Depreciation, amortization, and accretion	5,942	3,711
Other segment items	1,618	952
(Loss) income before provision for income taxes	(6,753)	677
Income tax benefit	8,037	0
Net income	1,284	677
Investment in other entities	219,463		$ 223,594
Segment assets	884,923		881,077
Cash paid for purchases of property, plant and equipment	11,566
Intersegment Eliminations
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	(4,531)	(4,508)
Corporate
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	0	0
Cost of sales and other operating costs	14,134	10,503
Income from equity method investments		0
Loss (income) from equity method investments	0
Interest and financing expense, net	0	0
Project development and startup costs	0	0
Other Income	(649)	0
Depreciation, amortization, and accretion	0	0
Other segment items	1,878	1,600
Investment in other entities	0		0
Segment assets	34,857		35,329
Cash paid for purchases of property, plant and equipment	0	0
Corporate And Eliminations
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	0	0
(Loss) income before provision for income taxes	(15,363)	(12,103)
RNG Fuel
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	27,599	17,727
RNG Fuel \| Intersegment Eliminations
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	(138)	0
RNG Fuel \| Operating Segments
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	27,599	17,727
Cost of sales and other operating costs	11,823	8,561
Income from equity method investments		(4,206)
Loss (income) from equity method investments	722
Interest and financing expense, net	6,017	4,044
Project development and startup costs	6,081	785
Other Income	0	0
Depreciation, amortization, and accretion	2,959	1,392
Other segment items	0	20
(Loss) income before provision for income taxes	(3)	7,131
Investment in other entities	219,463		223,594
Segment assets	638,907		635,927
Cash paid for purchases of property, plant and equipment	4,680	22,957
Fuel Station Services
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	50,678	37,142
Fuel Station Services \| Intersegment Eliminations
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	(4,393)	(4,508)
Fuel Station Services \| Operating Segments
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	50,678	37,142
Cost of sales and other operating costs	39,726	30,822
Income from equity method investments		0
Loss (income) from equity method investments	0
Interest and financing expense, net	63	(23)
Project development and startup costs	0	0
Other Income	0	0
Depreciation, amortization, and accretion	2,034	1,319
Other segment items	(260)	(698)
(Loss) income before provision for income taxes	9,115	5,722
Investment in other entities	0		0
Segment assets	180,605		179,304
Cash paid for purchases of property, plant and equipment	6,886	3,795
Renewable Power Segment
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	7,130	10,083
Renewable Power Segment \| Intersegment Eliminations
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	0	0
Renewable Power Segment \| Operating Segments
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	7,130	10,083
Cost of sales and other operating costs	6,762	9,258
Income from equity method investments		0
Loss (income) from equity method investments	0
Interest and financing expense, net	(15)	(60)
Project development and startup costs	0	0
Other Income	(64)	(72)
Depreciation, amortization, and accretion	949	1,000
Other segment items	0	30
(Loss) income before provision for income taxes	(502)	(73)
Investment in other entities	0		0
Segment assets	30,554		30,517
Cash paid for purchases of property, plant and equipment	$ 0	0
Reportable Segment
Segment Reporting, Revenue Reconciling Item [Line Items]
Investment in other entities			223,594
Segment assets			$ 881,077
Cash paid for purchases of property, plant and equipment		$ 26,752

Related Parties

3 Months Ended

Mar. 31, 2025

Related Parties

Related parties are represented by Fortistar and other affiliates, subsidiaries and entities under common control with Fortistar or NextEra.

Sale of redeemable preferred non-controlling interests to related parties

On November 29, 2021, NextEra subscribed for up to 1,000,000 Series A preferred units, which are issuable (in whole or in increments) at the Company’s discretion prior to June 30, 2022. During the year ended December 31, 2022, the Company had drawn $100,000 and issued 1,000,000 Series A preferred units. Please see Note 8. Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Deficit), for the dividends paid and additional information.

Purchase and sale agreement for environmental attributes

On November 29, 2021, the Company entered into a purchase and sale agreement with NextEra for the environmental attributes generated by the RNG Fuel business.

For the three months ended March 31, 2025, the Company earned net revenues after discount and fees of $20,101 under this contract which was recorded as part of Revenues - RNG Fuel and revenues of $14,979 under this contract which was recorded as part of Revenues - Fuel Station Services.

For the three months ended March 31, 2024, the Company earned net revenues after discount and fees of $15,495 under this contract which was recorded as part of Revenues - RNG Fuel and revenues of $7,741 under this contract which was recorded as part of Revenues - Fuel Station Services.

In January 2025, the Environmental Protection Agency implemented a new framework in which (1) RNG producers are eligible to claim a “K-1” RIN on their volumes of RNG produced, and (2) dispensers are eligible to claim “K-2” RINs on natural gas volumes dispensed as truck fuel, provided they also have a corresponding K-1 RIN to demonstrate the renewable sourcing of gas. The creation of distinct “K-1” and “K-2” RINs creates flexibility for RNG producers to generate and sell K-1 RINs to dispensers independent of the K-2 registration process or dispensing activities. K-1 RINs are only useful for the purpose of registering a K-2 RIN, and K-2 RINs are used to record the environmental offset (similar to a traditional RIN). The introduction of K-1 and K-2 RINs gives rise to a new form of commercial transaction for Opal that is distinct from previous RIN minting arrangements.

On March 26, 2025, the Company entered into a NAESB Base Contract with NextEra (together with certain special conditions, a letter agreement, and an RNG addendum, the "NAESB Contract"). In accordance with the NAESB Contract, the Company may enter into transaction confirmations on a periodic basis for the sale of RNG generated by the RNG Fuels business and NextEra may elect to utilize the Company to market such RNG to generate RINs for NextEra. On March 26, 2025, the Company and NextEra entered into such transaction confirmations relating to 255,000 MMBtus of March 2025 production along with the associated K-1 RINs, pursuant to which the Company will receive net proceeds from NextEra for the sale of the RNG based on the agreed upon price less a specified discount, which, among other factors, takes into account the Company's RNG marketing fee. Additionally, Opal agreed to dispense CNG from its fueling facilities as transportation fuel, pair the dispensing volume with K-1 RINs transferred by NextEra back to Opal, mint K-2 RINs, and transfer these K-2 RINs to NextEra.

The Company concluded that production and dispensing services represent separate performance obligations. Control over K-1 RINs transfers at the time of gas generation or upon delivery of the RINs. Opal will recognize the consideration associated with dispensing services when it pairs these activities with NextEra’s K-1 RINs to convert them into K-2 RINs. The Company recognized $5.3 million as a part of Revenues-RNG Fuel for the three months ended March 31, 2025, as a result of this transaction.

Commodity swap contracts under ISDA and REC sales contracts

The Company recorded $1,166 and $1,526 as revenues earned under ISDA and REC sales agreements with NextEra as part of Revenues - Renewable Power for the three months ended March 31, 2025 and 2024, respectively.

Revenues contracts with equity method investment entities

The Company's wholly owned subsidiary, OPAL Fuel Station Services contracted with Pine Bend, Noble Road, Biotown, Emerald and Sapphire to dispense RNG and to generate and market resulting RINs. For the three months ended March 31, 2025 and 2024, the Company earned environmental processing fees of $1,625 and $2,339, net of intersegment elimination, respectively, under this agreement which are included in Fuel Station Services revenues in the condensed consolidated statements of operations.

Service agreements with related parties

On March 17, 2025, Fortistar, through its subsidiary Wasatch RNG LLC (“Wasatch RNG”), acquired all of the limited liability company interests outstanding in Alpro SD, LLC (“Alpro” and such acquired interest, the “Alpro Interest”). Alpro owns a 50% limited liability company interest in Wasatch Resource Recovery, LLC (the “Project” or “Wasatch” and such ownership interest, the “Wasatch Interest”) and a 50% tenancy-in-common interest in certain real estate and operating assets used by Wasatch (the “Project Interest”). The Project captures and converts biogas generated from food waste to produce pipeline quality renewable natural gas (RNG). The Project generates revenue from long-term contracted gas sales, tipping fees, and digestate (fertilizer) sales.

In connection with the acquisition, Fortistar Services 2 LLC and OPAL Fuels LLC entered into an amendment to its existing Administrative Services Agreement, pursuant to which OPAL Fuels will provide certain services to Wasatch RNG in exchange for certain agreed upon fees and expense reimbursements. These services include oversight of the plan to improve the operations and productivity of the Project. Either party may, at its sole election and on ninety (90) days advance written notice, terminate Company's provision of services to Wasatch Resource Recovery LLC ("Wasatch"), at which time the Management Fee and the Wasatch Remediation Fee shall also terminate.

Additionally, Wasatch RNG and OPAL Fuels entered into an Option Agreement, pursuant to which Wasatch RNG granted an option to OPAL Fuels to purchase the Alpro Interest. The exercise period of the option commenced upon closing of the acquisition and will terminate on the third anniversary of the closing of the acquisition, or ninety days following a change of control of OPAL Fuels. The exercise price of the option would be determined such that Wasatch RNG would earn an internal rate of return on its invested capital of 10% percent per year if the option is exercised in the first year, 15% per year if exercised in the second year, and 20% per year if exercised in the third year.

Wasatch RNG is qualitatively determined to be a VIE due to their having insufficient equity investment at risk to finance their activities without additional subordinated financial support, and due to the fact that the holder of equity at risk in Wasatch RNG lacks the right to fully receive the expected residual returns. However, we are not the primary beneficiary of this VIE because we do not have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Accordingly, we do not consolidate the results of operations, financial condition and cash flows of Wasatch RNG in our consolidated financial statements.

During the three months ended March 31, 2025, Scott Contino served as Interim CFO. Pursuant to the Interim Services Agreement, the Company paid Fortistar an agreed hourly rate, such that the monthly fee did not exceed $50, on a cumulative basis.

The following table summarizes the various fees recorded under the service agreements with related parties which are included in "Selling, general, and administrative" expenses:


	Three Months Ended March 31,
	2025		2024
Staffing and management services	$	633	$	462
Rent - fixed compensation	230		171
IT services	965		704
Total	$	1,828	$	1,337

The following table presents the various balances for related parties included in our condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024:


	Location in Balance Sheet	March 31, 2025		December 31, 2024
Assets:
Trade AR - NextEra	Accounts receivable, related party	$	6,220	$	14,522
Receivables from equity method investment entities	Accounts receivable, related party	841		—
Total receivables - related party		7,061		14,522
Liabilities:
Payables to equity method investment entities	Accounts payable, related party	4,952		6,946
NextEra	Accounts payable, related party	500		501
Staffing and management services - Fortistar	Accounts payable, related party	4		219
IT services - Costar	Accounts payable, related party	177		266
Total liabilities - related party		$	5,633	$	7,932

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Borrowings - Schedule of Borrowings (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Debt Instrument [Line Items]
Non-current borrowings total	$ 291,883	$ 285,003
Sunoma Loan
Debt Instrument [Line Items]
Long-term debt, gross	20,423	20,846
Less: unamortized debt issuance costs	(692)	(717)
Less: current portion	(1,791)	(1,756)
Non-current borrowings total	17,940	18,373
OPAL Term Loan and Revolving Loan \| OPAL Term Loan and Revolving Loan
Debt Instrument [Line Items]
Long-term debt, gross	286,617	286,617
Less: unamortized debt issuance costs	(9,958)	(9,122)
Less: current portion	(2,716)	(10,865)
Non-current borrowings total	$ 273,943	$ 266,630

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Publisher FASB
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Reference 26: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NON-CONTROLLING INTEREST, REDEEMABLE PREFERRED NON-CONTROLLING INTEREST AND STOCKHOLDERS' DEFICIT - USD ($)
$ in Thousands

Total

Class A common stock

Class B common stock

Class D common stock

Redeemable Preferred non-controlling interests

Redeemable non-controlling interests

Common stock

Class A common stock

Common stock

Class B common stock

Common stock

Class D common stock

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income (loss)

Non-redeemable non-controlling interests

Treasury Stock

Class A common stock

Beginning balance at Dec. 31, 2023

$ 132,617

$ 802,720

Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract]

Net income

565

Other comprehensive income (loss)

$ (293)

293

Stock-based compensation

848

Dividends on redeemable preferred non-controlling interests

2,618

Dividends on redeemable preferred non-controlling interests

(2,192)

Change in redemption value of Redeemable non-controlling interests

(97,044)

Payment of preferred dividend

(5,235)

Ending balance at Mar. 31, 2024

130,000

705,190

Beginning balance (in shares) at Dec. 31, 2023

29,701,146

144,399,037

Beginning balance at Dec. 31, 2023

(477,852)

$ 3

$ 0

$ 14

$ 0

$ (467,195)

$ (15)

$ 955

$ (11,614)

Treasury stock, beginning balance (in shares) at Dec. 31, 2023

(1,635,783)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income

112

110

Other comprehensive income (loss)

Issuance of Class A common stock under the ATM program (in shares)

^[1]

14,005

Issuance of Class A common stock under the ATM program

^[1]

Shares conversion (in shares)

71,500,000

(71,500,000)

Share conversion

$ 7

$ (7)

Issuance of Class A common stock for vesting of equity awards (in shares)

^[2]

307,137

Issuance of Class A common stock for vesting of equity awards

^[2]

(627)

Stock-based compensation

165

Distributions to non-redeemable non-controlling interests

(233)

Dividends on redeemable preferred non-controlling interests

(426)

Change in redemption value of Redeemable non-controlling interests

97,044

365

96,679

Ending balance (in shares) at Mar. 31, 2024

30,022,288

71,500,000

72,899,037

Ending balance at Mar. 31, 2024

(381,663)

$ 3

$ 7

(370,832)

724

$ (11,614)

Treasury stock, ending balance (in shares) at Mar. 31, 2024

(1,635,783)

Beginning balance at Dec. 31, 2024

130,000

482,863

Increase (Decrease) In Temporary Equity And Redeemable Noncontrolling Interest [Abstract]

Net income

1,006

Other comprehensive income (loss)

470

(469)

Stock-based compensation

1,458

Dividends on redeemable preferred non-controlling interests

2,617

Dividends on redeemable preferred non-controlling interests

(2,180)

Change in redemption value of Redeemable non-controlling interests

(205,959)

Payment of preferred dividend

(2,617)

Ending balance at Mar. 31, 2025

$ 130,000

$ 276,719

Beginning balance (in shares) at Dec. 31, 2024

28,429,477

30,065,260

71,500,000

72,899,037

Beginning balance at Dec. 31, 2024

(147,831)

$ 3

$ 7

(137,004)

152

618

$ (11,614)

Treasury stock, beginning balance (in shares) at Dec. 31, 2024

(1,635,783)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income

278

202

Other comprehensive income (loss)

(94)

Issuance of Class A common stock for vesting of equity awards (in shares)

^[3]

542,404

Issuance of Class A common stock for vesting of equity awards

^[3]

(382)

Stock-based compensation

293

Distributions to non-redeemable non-controlling interests

(60)

Dividends on redeemable preferred non-controlling interests

(437)

Change in redemption value of Redeemable non-controlling interests

205,959

205,870

Ending balance (in shares) at Mar. 31, 2025

28,971,881

71,500,000

72,899,037

30,607,664

71,500,000

72,899,037

Ending balance at Mar. 31, 2025

$ 57,726

$ 3

$ 7

$ 0

$ 68,631

$ 58

$ 634

$ (11,614)

Treasury stock, ending balance (in shares) at Mar. 31, 2025

(1,635,783)

[1]	(1) During the Three Months Ended March 31, 2024, the Company issued shares of Class A common stock under the Company's ATM program. Please see Note 8. Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' (Deficit) Equity for additional information.
[2]	(2) Represents the equity awards vested net of shares of Class A common stock withheld for taxes. Please see Note 11. Stock-based Compensation for additional information.
[3]	(1) Represents the equity awards vested net of shares of Class A common stock withheld for taxes. Please see Note 11. Stock-based Compensation for additional information.

Redeemable non-controlling interests, Redeemable preferred non-controlling interests and Stockholders' Equity (Deficit) (Tables)

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Changes in Redeemable Preferred Units


	Series A-1 preferred units(1)			Series A preferred units(2)
	Units	Amount		Units	Amount		Total
Balance, December 31, 2024	300,000	$	30,000	1,000,000	$	100,000	$	130,000
Preferred dividends attributable to OPAL Fuels	—	503		—	1,677		2,180
Preferred dividends attributable to Class A common stockholders	—	101		—	336		437
Payment of Preferred dividends	—	(604)		—	(2,013)		(2,617)
Balance, March 31, 2025	300,000	$	30,000	1,000,000	$	100,000	$	130,000

Income taxes	3 Months Ended
Income taxes	Mar. 31, 2025
Income Tax Disclosure [Abstract]
Income taxes	Income taxes For the three months ended March 31, 2025, the Company recorded $8,037 income tax benefit, as a result of the sale to a third-party purchaser of certain transferable Investment Tax Credits that had been generated by the Company from its investments in the RNG segment. For the three months ended March 31, 2024, the Company recorded $0 income tax benefit. The effective tax rate for the three months ended March 31, 2025 and 2024 was 0%. The difference between the Company’s effective tax rate and the U.S. statutory tax rate of 21% was primarily due to a full valuation allowance recorded on the Company’s net U.S. deferred tax assets. The Company evaluates the realizability of the deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Reportable Segments and Geographic Information - Revenue by Major Customer by Reporting Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Revenue, Major Customer [Line Items]
Total revenues	$ 85,407	$ 64,952
Renewable Natural Gas Fuel Supply Segment
Revenue, Major Customer [Line Items]
Total revenues	27,599	17,727
Fuel Station Services Segment
Revenue, Major Customer [Line Items]
Total revenues	50,678	37,142
Renewable Power Segment
Revenue, Major Customer [Line Items]
Total revenues	7,130	10,083
Customer A
Revenue, Major Customer [Line Items]
Total revenues	$ 36,611	$ 24,762
Customer A \| Revenue Benchmark \| Customer Concentration Risk
Revenue, Major Customer [Line Items]
Concentration risk percentage	42.90%	38.10%
Customer A \| Renewable Natural Gas Fuel Supply Segment
Revenue, Major Customer [Line Items]
Total revenues	$ 20,101	$ 15,495
Customer A \| Renewable Natural Gas Fuel Supply Segment \| Revenue Benchmark \| Customer Concentration Risk
Revenue, Major Customer [Line Items]
Concentration risk percentage	23.50%	23.90%
Customer A \| Fuel Station Services Segment
Revenue, Major Customer [Line Items]
Total revenues	$ 15,344	$ 7,741
Customer A \| Fuel Station Services Segment \| Revenue Benchmark \| Customer Concentration Risk
Revenue, Major Customer [Line Items]
Concentration risk percentage	18.00%	11.90%
Customer A \| Renewable Power Segment
Revenue, Major Customer [Line Items]
Total revenues	$ 1,166	$ 1,526
Customer A \| Renewable Power Segment \| Revenue Benchmark \| Customer Concentration Risk
Revenue, Major Customer [Line Items]
Concentration risk percentage	1.40%	2.30%
Customer B
Revenue, Major Customer [Line Items]
Total revenues	$ 6,574	$ 9,913
Customer B \| Revenue Benchmark \| Customer Concentration Risk
Revenue, Major Customer [Line Items]
Concentration risk percentage	7.70%	15.30%
Customer B \| Fuel Station Services Segment
Revenue, Major Customer [Line Items]
Total revenues	$ 6,574	$ 9,913
Customer B \| Fuel Station Services Segment \| Revenue Benchmark \| Customer Concentration Risk
Revenue, Major Customer [Line Items]
Concentration risk percentage	7.70%	15.30%

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2025

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The Unaudited Condensed Consolidated Financial Statements include the accounts of Opal Fuels, Inc. and its subsidiaries and reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the results of operations for the interim period. In addition, we have consolidated the financial results of jointly owned affiliated companies in which our principal stockholder or other entities have a noncontrolling interest. All intercompany transactions and balances have been eliminated in consolidation. The non-controlling interest attributable to the Company's variable interest entities ("VIE") are presented as a separate component from the Stockholders' equity (deficit) in the consolidated balance sheets and as a non-redeemable non-controlling interest in the consolidated statements of changes in redeemable non-controlling interests, redeemable preferred non-controlling interests and Stockholders' (deficit) equity.

As of March 31, 2025 and 2024, the Company held equity interests in seven VIEs — Pine Bend RNG LLC ("Pine Bend"), Noble Road RNG LLC ("Noble Road"), Paragon RNG LLC ("Paragon"), Emerald RNG LLC ("Emerald"), Sapphire RNG LLC ("Sapphire"), Land2Gas LLC ("Land2Gas", Atlantic RNG LLC ("Atlantic"), Burlington RNG LLC ("Burlington")), GREP BTB Holdings LLC ("GREP"), Sunoma Holdings, LLC (“Sunoma”), Central Valley LLC (“Central Valley”). GREP, Emerald, Sapphire, Paragon and Land2Gas were presented as equity method investments and the remaining two VIEs — Sunoma and Central Valley are consolidated by the Company.

The consolidated balance sheets summarize the major consolidated balance sheet items for consolidated VIEs as of March 31, 2025 and December 31, 2024. The information is presented on an aggregate basis based on similar risk and reward characteristics and the nature of our involvement with the VIEs, such as:

•All of the VIEs are RNG facilities and they are reported under the RNG Fuel Supply segment;

•The nature of our interest in these entities is primarily equity based and therefore carry similar risk and reward characteristics.

The year-end Condensed Consolidated Balance Sheet data as of December 31, 2024, was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America ("U.S. GAAP"). The interim financial information and notes thereto should be read in conjunction with the Company's latest Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Annual Report") as the interim disclosures generally do not repeat those in the annual financial statements and are condensed in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. The results of operations for the three months ended March 31, 2025, are not necessarily indicative of results to be expected for the entire fiscal year.

The Company is organized into three operating segments based on the characteristics and the nature of products and services. The three operating segments are RNG Fuel, Fuel Station Services and Renewable Power.

All amounts in these footnotes are presented in thousands of dollars except share and per share data.

Use of estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates and assumptions of the Company include the residual value of the useful lives of our property, plant and equipment, the fair value of stock-based compensation, asset retirement obligations, the estimated losses on our trade receivables, percentage completion for revenue recognition, incremental borrowing rate for calculating the right-of-use lease assets and lease liabilities, the impairment assessment of goodwill and the fair value of derivative instruments. Actual results could differ from those estimates.

The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year.

The Company provides all third-party construction contracts with a warranty, typically for a period of one year after substantial completion of the construction project. These warranties are accounted for under ASC Topic 460, Guarantees ("ASC 460"), and not as a separate performance obligation. Generally, the company estimates warranty costs based on historical claims experience, and other factors. Actual warranty claims may differ from the estimates, and adjustments to the liability are made as necessary. The Company accrued $173 and $171 of warranty reserves under accrued expense and other current liabilities as of March 31, 2025, and December 31, 2024, respectively.

Accounting Pronouncements Adopted

In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280) ("ASU 2023-07"). The update improves the reportable segment disclosure requirements by requiring all entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), report other segment items (segment revenue less the significant expenses disclosed and profit or loss) by reportable segment, title and position of the CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. Additionally, ASU 2023-07 requires that if the CODM uses more than one measure of a segment's net income or loss in assessing segment performance and deciding how to allocate resources, the entity may report one or more of those additional measures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 and should be applied retrospectively for all periods presented. The Company adopted ASU 2023-07 in the year ended December 31, 2024, and applied the standard retrospectively for all periods presented. The adoption did not have a material effect on the Company’s financial position, results of operations and cash flows. Please see Note 7. Reportable Segments, for additional information.

In August 2023, the FASB issued Accounting Standards Update No. 2023-05, Business Combinations- Joint Venture Formations (Subtopic 805-60) ("ASU 2023-05"). The update requires all joint ventures formed after January 1, 2025, upon formation, to apply a new basis of accounting and initially measure its assets and liabilities at fair value. ASU 2023-05 is effective prospectively for joint ventures with a formation date on or after January 1, 2025. The adoption did not have a material effect on the Company’s financial position, results of operations, cash flows or disclosures.

Earnout Liabilities

In connection with the business combination completed in July 2022 and pursuant to a sponsor letter agreement, ArcLight CTC Holdings II, L.P. agreed to subject 10% of its Class A common stock (received as a result of the conversion of its ArcLight Class B ordinary shares immediately prior to the closing) to vesting and forfeiture conditions relating to VWAP targets for the Company's Class A common stock sustained over a period of 60 months following the closing. As of March 31, 2025 and December 31, 2024, the number of shares subject to forfeiture was 716,650 (the "Sponsor Earnout Awards").

For the three months ended March 31, 2025 the Company recorded a gain from the Sponsor Earnout Awards of $281 in its condensed consolidated statements of operations. For the three months ended March 31, 2024, the Company recorded a gain of $403, in its condensed consolidated statements of operations. As of March 31, 2025 and December 31, 2024, the Company recorded a Sponsor Earnout liability of $23 and $304, respectively, as part of Other long-term liabilities on its condensed consolidated balance sheets.

Redeemable non-controlling interests

Redeemable non-controlling interests represent the portion of OPAL Fuels that the Company controls and consolidates but does not own. The Redeemable non-controlling interest represents 144,399,037 Class B Units issued by OPAL Fuels to the prior investors. The Company allocates net income or loss attributable to Redeemable non-controlling interest based on weighted average ownership interest during the period. The net income or loss attributable to Redeemable non-controlling interests is reflected in the condensed consolidated statement of operations.

At each balance sheet date, the mezzanine equity classified Redeemable non-controlling interests is adjusted up to their maximum redemption value if necessary, with an offset in Stockholders' equity (deficit). As of March 31, 2025, the maximum redemption value was $276,719.

Accounts Receivable, net

The Company's did not have an allowance for credit losses at March 31, 2025 and December 31, 2024.

Parts Inventory

Parts inventory, also referred to as supplies inventory, consists of shop spare parts inventory and construction site parts inventory. The substantial amount of inventory is identified, tracked and treated as finished goods.

Revenues

Disaggregation of Revenue

The following table shows the disaggregation of revenue according to product line:


	Three Months Ended March 31,
	2025		2024
Renewable Power sales	$	6,004	$	5,819
Third party construction	7,991		10,790
Service	6,609		5,335
Brown gas sales	6,364		5,602
Environmental credits (1)	55,177		35,677
Parts sales	544		397
Other (2)	277		341
Total revenue from contracts with customers	82,966		63,961
Lease revenue (3)	2,441		991
Total revenue	$	85,407	$	64,952

(1) Includes revenues of $0 and $3,617 respectively, for the three months ended March 31, 2025 and 2024, from customers domiciled outside of United States.

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

For the three months ended March 31, 2025 and 2024, 9% and 17%, respectively of revenue was recognized over time, and the remainder was for products and services transferred at a point in time.

Contract Balances

The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers:


	March 31, 2025		December 31, 2024
Accounts receivable, net	$	30,785	$	32,013
Contract assets:
Cost and estimated earnings in excess of billings	$	8,416	8,547
Accounts receivable retainage, net	2,068		2,528
Contract assets total	$	10,484	$	11,075
Contract liabilities:
Billings in excess of costs and estimated earnings	$	10,152	9,276
Contract liabilities total	$	10,152	$	9,276

During the three months ended March 31, 2025, the Company recognized revenue of $2,307 that was included in "Contract liabilities" at December 31, 2024. During the three months ended March 31, 2024, the Company recognized revenue of $2,746 that was included in "Contract liabilities" at December 31, 2023.

Environmental credits held for sale

For the three months ended March 31, 2025 and 2024, the Company recorded $5,847 and 3,156 as part of Cost of sales - Fuel Station Services in its condensed consolidated statements of operations to adjust environmental credits held for sale to lower of cost and net realizable value.

Fuel Station Services Construction Backlog

The Company's remaining performance obligations ("backlog") represent the unrecognized revenue value of its contract commitments. The Company's backlog may significantly vary each reporting period based on the timing of major new contract commitments. At March 31, 2025, the Company had a backlog of $58,812.

Significant Customers, Vendors and Concentration of Credit Risk

For the three months ended March 31, 2025, one customer accounted for 43% of the revenue. For the three months ended March 31, 2024, two customers accounted for 55% of the revenue. At March 31, 2025, three customers accounted for 56% of accounts receivable. At December 31, 2024, two customers accounted for 50% of accounts receivable.

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and trade receivables. The Company places its cash with high credit quality financial institutions located in the United States of America. The Company performs ongoing credit evaluations of its customers.

As of March 31, 2025, one vendor accounted for 50% of the accounts payable. As of December 31, 2024, one vendor accounted for 17% of the accounts payable.

Investment Tax Credits

In the first quarter of 2025, the Company sold to a third-party purchaser certain transferable Investment Tax Credits (ITCs) that had been generated by the Company from its investments in the Renewable Natural Gas segment.

The Company elected to consider expected transfers of the credits in assessing their realizability as part of the valuation allowance analysis and recognize changes in the estimated proceeds as an adjustment to its valuation allowance. The Company accounted for the ITC sale in accordance with ASC 740 by electing the flow-through method to recognize the ITC benefit when it arises.

The net proceeds from the sale of tax credits, totaling $8,037, were received in cash and recorded as a credit to income tax expense as of March 31, 2025. The cash flows related to the total income tax benefits are presented in the statement of cash flow in the ‘Net income (loss)’ line item in operating activities. Legal and insurance fees associated with the

transaction, totaling $862, consisting of buyer's expenses paid by the Company which are recorded as part of Income Tax Benefit. Transaction costs are deductible for income tax purposes.

Stock-based compensation - Summary of Equity Awards (Details)	3 Months Ended
	Mar. 31, 2025 $ / shares shares
Performance Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Number of units outstanding, beginning balance (in shares) \| shares	643,591
Granted (in shares) \| shares	1,411,765
Number of units outstanding, ending balance (in shares) \| shares	2,055,356
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning balance (in dollars per share) \| $ / shares	$ 5.66
Granted (in dollars per share) \| $ / shares	2.04
Ending balance (in dollars per share) \| $ / shares	$ 3.17
Unvested RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Number of units outstanding, beginning balance (in shares) \| shares	1,886,824
Granted (in shares) \| shares	3,328,658
Vested (in shares) \| shares	(542,404)
Withheld for settlement of taxes (in shares) \| shares	(194,067)
Forfeitures (in shares) \| shares	(4,596)
Number of units outstanding, ending balance (in shares) \| shares	4,474,415
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning balance (in dollars per share) \| $ / shares	$ 5.39
Granted (in dollars per share) \| $ / shares	2.05
Vested (in dollars per share) \| $ / shares	5.57
Withheld for settlement of taxes (in dollars per share) \| $ / shares	5.90
Forfeitures (in dollars per share) \| $ / shares	5.44
Ending balance (in dollars per share) \| $ / shares	$ 2.86

Stock-based compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 1,751	$ 1,013
2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	1,622	853
Parent equity awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 129	$ 160

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (a)(2)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Investments in Other Entities - Summary of Equity Method Investments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Increase (Decrease) In Equity Method Investments [Roll Forward]
Beginning balance	$ 223,594
Net income from equity method investment	978
Contribution by the Company	5,300
Distributions from return on investment in equity method investment	(956)	$ (4,415)
Distributions from return of investment in equity method investment	(7,939)	$ (2,726)
Accumulated other comprehensive income (loss)	(164)
Amortization of basis difference	(1,700)
Capitalized interest	350
Ending balance	$ 219,463
Pine Bend
Schedule of Equity Method Investments [Line Items]
Percentage of ownership	50.00%
Increase (Decrease) In Equity Method Investments [Roll Forward]
Beginning balance	$ 19,536
Net income from equity method investment	223
Contribution by the Company	0
Distributions from return on investment in equity method investment	(184)
Distributions from return of investment in equity method investment	(316)
Accumulated other comprehensive income (loss)	0
Amortization of basis difference	(39)
Capitalized interest	0
Ending balance	$ 19,220
Noble Road
Schedule of Equity Method Investments [Line Items]
Percentage of ownership	50.00%
Increase (Decrease) In Equity Method Investments [Roll Forward]
Beginning balance	$ 21,097
Net income from equity method investment	918
Contribution by the Company	0
Distributions from return on investment in equity method investment	(772)
Distributions from return of investment in equity method investment	(278)
Accumulated other comprehensive income (loss)	0
Amortization of basis difference	(146)
Capitalized interest	0
Ending balance	$ 20,819
GREP
Schedule of Equity Method Investments [Line Items]
Percentage of ownership	20.00%
Increase (Decrease) In Equity Method Investments [Roll Forward]
Beginning balance	$ 1,760
Net income from equity method investment	(528)
Contribution by the Company	0
Distributions from return on investment in equity method investment	0
Distributions from return of investment in equity method investment	0
Accumulated other comprehensive income (loss)	0
Amortization of basis difference	0
Capitalized interest	0
Ending balance	$ 1,232
Land2Gas
Schedule of Equity Method Investments [Line Items]
Percentage of ownership	50.00%
Increase (Decrease) In Equity Method Investments [Roll Forward]
Beginning balance	$ 16,384
Net income from equity method investment	(350)
Contribution by the Company	5,300
Distributions from return on investment in equity method investment	0
Distributions from return of investment in equity method investment	0
Accumulated other comprehensive income (loss)	0
Amortization of basis difference	0
Capitalized interest	350
Ending balance	$ 21,684
Paragon
Schedule of Equity Method Investments [Line Items]
Percentage of ownership	50.00%
Increase (Decrease) In Equity Method Investments [Roll Forward]
Beginning balance	$ 164,817
Net income from equity method investment	715
Contribution by the Company	0
Distributions from return on investment in equity method investment	0
Distributions from return of investment in equity method investment	(7,345)
Accumulated other comprehensive income (loss)	(164)
Amortization of basis difference	(1,515)
Capitalized interest	0
Ending balance	$ 156,508

Stock-based compensation - Narrative (Details)	3 Months Ended
Stock-based compensation - Narrative (Details)	Mar. 31, 2025 shares
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)	1 year
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period (in years)	3 years
Profit Interests
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards granted (in shares)	0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Borrowings - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		12 Months Ended
Borrowings - Narrative (Details) - USD ($) $ in Thousands	Mar. 03, 2025	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024	Dec. 31, 2022	Aug. 27, 2020
Letter of Credit
Debt Instrument [Line Items]
Draws on letters of credit		$ 968		$ 968
Sunoma Loan
Debt Instrument [Line Items]
Debt outstanding		$ 20,423		20,846
Aggregate principal amount					$ 23	$ 20,000
Interest rate during period		8.70%	8.60%
Credit Agreement \| Secured Debt
Debt Instrument [Line Items]
Financing fees paid	$ 1,250
Credit Agreement \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Proceeds from issuance		$ 28,578
OPAL Term Loan and Revolving Loan \| Secured Debt
Debt Instrument [Line Items]
Debt outstanding		$ 286,617		$ 286,617
Weighed average effective interest rate		9.10%	7.30%
OPAL Term Loan and Revolving Loan \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Draws on letters of credit		$ 15,000
OPAL Term Loan and Revolving Loan \| Letter of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Draws on letters of credit		$ 13,578