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

9 Months Ended

Sep. 30, 2025

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

Common stock

Share 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.

As of September 30, 2025, there are (i) 30,631,960 shares of Class A common stock issued and 28,996,177 outstanding, (ii) 121,500,000 shares of 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) 22,899,037 shares of Class D common stock (shares of Class D common stock do not have any economic value except voting rights as described below).

ATM Program

On November 17, 2023, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc., Cantor Fitzgerald & Co. and Stifel, Nicolaus & Company, Incorporated (each, an “Agent,” and collectively, the “Agents”) pursuant to which the Company may issue and sell shares of its Class A common stock having an aggregate offering price of up to $75 million from time to time through the Agents.

The Company will pay each Agent, upon the sale by such Agent of Class A common stock pursuant to the Sales Agreement, an amount equal to up to 3.0% of the gross proceeds of each such sale of Class A common stock. The Company has also provided the Agents with customary indemnification rights.

The Company issued 17,104 shares of Class A common stock under the ATM Program during the nine months ended September 30, 2025 at a price of $3.52 and received net proceeds of $58.

The Company issued 36,353 shares of Class A common stock under the ATM Program during the nine months ended September 30, 2024 at prices ranging between $4.34 and $5.68 and received net proceeds of $170.

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 LLC (a consolidated subsidiary of the Company) from December 31, 2024 to September 30, 2025:


	Series A-1 preferred units			Series A preferred units
	Units	Amount		Units	Amount		Total
Balance, December 31, 2024	300,000	$	30,000	1,000,000	$	100,000	$	130,000
Preferred dividends attributable to Redeemable non-controlling interest	—	1,509		—	5,029		6,538
Preferred dividends attributable to Class A common stockholders	—	303		—	1,010		1,313
Payment of preferred dividends	—	(1,812)		—	(6,039)		(7,851)
Balance, September 30, 2025	300,000	$	30,000	1,000,000	$	100,000	$	130,000

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 September 30, 2025, the Company recorded $342,528 as the redemption value based on a five-day VWAP of $2.37 per share.