The unaudited condensed consolidated financial statements include the accounts of OPAL Fuels, Inc. and its subsidiaries (the “Company”, “OPAL Fuels”, “we,” “us” or “our”) 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 condensed consolidated balance sheets and as a non-redeemable non-controlling interest in the condensed consolidated statements of changes in redeemable non-controlling interests, redeemable preferred non-controlling interests and stockholders' equity (deficit).

As of September 30, 2025, the Company held equity interests in twelve VIEs — Pine Bend RNG LLC ("Pine Bend"), Noble Road RNG LLC ("Noble Road"), Paragon RNG LLC ("Paragon"), Emerald RNG LLC ("Emerald") - Paragon project, Sapphire RNG LLC ("Sapphire") - Paragon project, Land2Gas LLC ("Land2Gas"), Atlantic RNG LLC ("Atlantic") - Land2Gas project, Burlington RNG LLC ("Burlington") - Land2Gas project, GREP BTB Holdings LLC ("GREP"), Sunoma Holdings, LLC (“Sunoma”), Central Valley LLC (“Central Valley”), and CMS RNG LLC ("CMS"). Pine Bend, Noble Road GREP, Paragon projects, Land2Gas projects were presented as equity method investments and the remaining three VIEs — Sunoma, Central Valley, and CMS are consolidated by the Company.

On May 9, 2025, the Company acquired a variable interest in CMS, a joint venture formed with a third party to develop, construct, own, and operate a renewable natural gas facility. The Company holds a 70% membership interest in CMS RNG, and the remaining 30% is held by the third-party partner.

Based on an evaluation under ASC 810, Consolidation ("ASC 810"), management determined that CMS RNG is a VIE and that the Company is the primary beneficiary. This conclusion is based on the Company’s power to direct the activities that most significantly impact CMS RNG’s economic performance and its exposure to the entity’s residual returns. As a result, CMS RNG has been consolidated in the Company’s financial statements beginning in the second quarter of 2025.

At the time of formation of CMS RNG, the Company and the third-party partner made net capital contributions of $4,646 and $1,998, respectively. A noncontrolling interest ("NCI") of $1,998 was recognized for the portion of CMS RNG not owned by the Company.

The condensed consolidated balance sheets summarize the major consolidated balance sheet items for consolidated VIEs as of September 30, 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:

The 2024 year-end consolidated balance sheet data 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 and nine months ended September 30, 2025, are not necessarily indicative of results to be expected for the entire fiscal year.

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 long-lived assets, the fair value of stock-based compensation, asset retirement obligations, percentage completion for revenue recognition, incremental borrowing rate for calculating the right-of-use lease assets and lease liabilities, the fair value of the reporting units of goodwill and the fair value of derivative instruments. Actual results could differ from those estimates.

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 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 $280 and $171 of warranty reserves under accrued expenses and other current liabilities as of September 30, 2025, and December 31, 2024, respectively.

The Company revised its disclosure of Fuel Station Services revenues from related parties included parenthetically on the face of the condensed consolidated statements of operations to include amounts that were previously excluded. The amounts are immaterial and the revision had no impact on previously reported net income, cash flows, or financial position.

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. During the nine months ended September 30, 2025, the Company formed a joint venture that was excluded from this guidance due to the scope exception applicable to combinations between entities, businesses, or nonprofit activities under common control. The adoption did not have a material effect on the Company’s financial position, results of operations, cash flows or disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures. The amendments further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments require disclosure of specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on the disclosures and the Company believes the adoption will not have a material effect on our condensed consolidated financial statements.

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

In July 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025‑05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient applicable to all entities for estimating expected credit losses on current accounts receivable and current contract assets that arise under ASC 606, permitting the assumption that existing conditions at the balance‑sheet date will remain unchanged over the remaining life of such assets. The amendments are effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on the disclosures within our condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025‑06, Intangibles — Goodwill and Other (Topic 350): Internal‑Use Software — Targeted Improvements to the Accounting for Internal‑Use Software. The amendments modernize the guidance for capitalizing costs of internally‑developed software by removing references to defined development stages and instead focusing on two principal criteria: (1) management has authorized and committed to funding the project, and (2) it is probable that the project will be completed and the software will be used to perform the intended function. The ASU is effective for fiscal years beginning after December 15, 2027, including interim periods within those years, with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on the disclosures within our condensed consolidated financial statements.

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 September 30, 2025 and December 31, 2024, the number of shares subject to forfeiture was 716,650 (the "Sponsor Earnout Awards").

For the three and nine months ended September 30, 2025 the Company recorded a gain from the Sponsor Earnout Awards of $— and $281, respectively, in its condensed consolidated statements of operations. For the three and nine months ended September 30, 2024, the Company recorded a gain of $278 and $1,457, respectively, in its condensed consolidated statements of operations. As of September 30, 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 represent the portion of the Company's consolidated subsidiary OPAL Fuels LLC, that the Company does not own. The Redeemable non-controlling interest represents 144,399,037 Class B and D 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 statements 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 September 30, 2025, the maximum redemption value was $342,528.

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.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Electricity sales	$	6,456	$	7,011	$	18,349	$	19,663
Third party construction	14,202		10,358		31,377		29,853
Service and parts	6,926		6,512		20,726		18,097
Brown gas sales	8,193		7,987		25,172		19,357
Environmental credits (1)	41,567		50,483		141,431		128,530
Other (2)	545		275		1,246		892
Total revenue from contracts with customers	77,889		82,626		238,301		216,392
Lease revenue (3)	5,468		1,421		10,919		3,557
Total revenue	$	83,357	$	84,047	$	249,220	$	219,949

(1) Includes revenues of $0 and $5,151 respectively, for the three months ended September 30, 2025 and 2024, from customers domiciled outside of United States. Includes revenues of $0 and $13,439 respectively, for the nine months ended September 30, 2025 and 2024, from customers domiciled outside of United States.


	September 30, 2025		December 31, 2024
Accounts receivable, net	$	31,113	$	32,013
Contract assets:
Cost and estimated earnings in excess of billings	11,171		8,547
Accounts receivable retainage, net	1,475		2,528
Contract assets total	12,646		11,075
Contract liabilities:
Billings in excess of costs and estimated earnings	8,378		9,276
Contract liabilities total	$	8,378	$	9,276

During the nine months ended September 30, 2025, the Company recognized revenue of $5,006 that was included in "Contract liabilities" at December 31, 2024. During the nine months ended September 30, 2024, the Company recognized revenue of $3,746 that was included in "Contract liabilities" at December 31, 2023.

For the three months ended September 30, 2025 and 2024, the Company recorded $4,515 and $1,443 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. For the nine months ended September 30, 2025 and 2024, the Company recorded $15,055 and $8,293 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.

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 September 30, 2025, the Company had a Backlog of $51,484.

For the three and nine months ended September 30, 2025, one customer accounted for 34% and 38%, respectively, of the revenue. For the three and nine months ended September 30, 2024, two customers accounted for 56% and 54% of the revenue, respectively. At September 30, 2025, two customers accounted for 55% of accounts receivable. At December 31, 2024, two customers accounted for 50% of accounts receivable.

As of September 30, 2025, one vendor accounted for 10% of the accounts payable. As of December 31, 2024, one vendor accounted for 17% of the accounts payable. Vendor concentration percentages are calculated excluding statutory obligations to government authorities.

In the first, second, and third quarters of 2025, the Company sold to third-party purchasers 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, Income Taxes ("ASC 740"), by electing the flow-through method to recognize the ITC benefit when it arises.

During the three and nine months ended September 30, 2025, the Company received net proceeds from the sale of tax credits totaling $14,567 and $36,290, respectively. During the three and nine months ended September 30, 2024, the Company received net proceeds from the sale of tax credits totaling $8,906. These amounts were received in cash and recorded as income tax benefit. The cash flows related to the total income tax benefits are presented in the statement of cash flow in the ‘Net income’ line item within operating activities. Additionally, during the three and nine months ended September 30, 2025, the Company incurred legal and insurance fees associated with the transactions totaling $1,873 and $4,510, respectively. During the three and nine months ended September 30, 2024, the Company incurred legal and insurance fees associated with the transactions totaling $1,182. These amounts represent buyer’s expenses paid by the Company and are recorded as part of the income tax benefit. The transaction costs are deductible for income tax purposes.