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Related Parties
 9 Months Ended
Sep. 30, 2025
Related Party Transactions [Abstract]  
Related Parties Related Parties
Related parties are represented by Fortistar and other affiliates, subsidiaries, entities under common control with Fortistar or NextEra, and equity method investments.
Purchase and sale agreement for environmental attributes
In January 2025, the EPA implemented a new framework in which (1) RNG producers are eligible to claim a “K-1” RINs 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 could enter into transaction confirmations on a periodic basis for the sale of RNG generated by the RNG Fuels business and NextEra could elect to utilize the Company to market such RNG to generate RINs for NextEra. In March, June and September 2025, the Company and NextEra entered into such transaction confirmations.
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. Revenue is recognized at the time control is transferred. The consideration associated with dispensing services is recognized into revenue by the Company when it satisfies its performance obligation by pairing the paperwork associated with the dispensing.
For the three and nine months ended September 30, 2025, the Company recognized revenues of $4,982 and $15,585, respectively, under the NAESB contract, which were recorded as part of Revenues - RNG Fuel.
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 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, 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 (90) 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 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 condensed consolidated financial statements.
During the first quarter of 2025, Scott Contino, CFO of Fortistar, served as Interim CFO of the Company. 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 revenues recorded from related parties:
Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
RNG fuelFuel Station ServicesRenewable PowerRNG fuelFuel Station ServicesRenewable Power
Environmental Attributes (1)
$17,825 $9,198 $— $55,658 $34,653 $— 
Commodity swaps (2)
— — 2,022 — — 4,676 
Environmental processing (3)
— 2,294 — — 6,268 — 
Service agreements (4)
125 — — 271 — — 
Total$17,950 $11,492 $2,022 $55,929 $40,921 $4,676 
Three Months Ended September 30, 2024Nine months ended September 30, 2024
RNG fuelFuel Station ServicesRenewable PowerRNG fuelFuel Station ServicesRenewable Power
Environmental Attributes (1)
$22,798 $10,616 $— $54,174 $27,885 $— 
Commodity swaps (2)
— — 1,799 — — 5,129 
Environmental processing (3)
— 1,910 — — 6,349 — 
Total$22,798 $12,526 $1,799 $54,174 $34,234 $5,129 
(1) Represents RIN and LCFS sales to NextEra.
(2) Represents revenue earned under ISDA and REC sales agreements with NextEra.
(3) Represents environmental processing fees earned under agreements with equity method investments, related to the generation and marketing of RINs and LCFS.
(4) Represents management fees earned under an agreement with Fortistar.
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 September 30,Nine months ended September 30,
2025 20242025 2024
Staffing and management services$447 $535 $1,557 $1,531 
Rent - fixed compensation187 181 535 524 
IT services692 814 2,723 2,318 
Total$1,326 $1,530 $4,815 $4,373 
The following table presents the various balances for related parties included in our condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024:
Location in Balance SheetSeptember 30
2025		December 31
2024
Assets:
Trade AR - NextEraAccounts receivable, related party$21,645 $14,522 
Receivables from equity method investment entities
Accounts receivable, related party46 — 
Total receivables - related party
21,691 14,522 
Liabilities:
Payables to equity method investment entitiesAccounts payable, related party6,860 6,946 
NextEraAccounts payable, related party500 501 
Fortistar and Costar (1)
Accounts payable, related party65 485 
Total liabilities - related party$7,425 $7,932 
(1) Includes staffing, management and IT services.
Class D Common Stock Conversion
On April 23, 2025, our ultimate controlling shareholder, 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.