Summary of Significant Accounting Policies (Policies) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation and Principles of Consolidation | These consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). The Company’s audited consolidated financial statements include the assets and liabilities of these subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Variable Interest Entities | The Company consolidates all entities in which it holds a majority voting interest, as well as variable interest entities ("VIEs") for which it is determined to be the primary beneficiary. Our variable interests in each of our VIEs arise primarily from our ownership of membership interests, construction commitments, our provision of operating and maintenance services, and our provision of environmental credit processing services to VIEs. The Company reassesses its primary beneficiary status on an ongoing basis. Noncontrolling interests related to the Company’s VIEs are presented separately from stockholders' deficit on the consolidated balance sheets and are reported as non-redeemable non-controlling interests within the consolidated statements of changes in redeemable non-controlling interest, redeemable preferred non-controlling interest and stockholders' deficit. Certain amounts in the prior‑period financial statements have been reclassified to conform to the current‑period presentation. These reclassifications had no impact on previously reported total assets, total liabilities, stockholders' deficit, net income, or consolidated statements of cash flows.
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| Use of estimates | The preparation of 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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, asset retirement obligations, percentage completion for revenue recognition, incremental borrowing rate for calculating the right-of-use assets and lease liabilities, and the fair value of the reporting units of goodwill.
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| Accounting Pronouncements Adopted and Accounting Pronouncements Not Yet Adopted | 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. The Company adopted this standard effective January 1, 2025. During the year ended December 31, 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 Company adopted this standard effective January 1, 2025 on a retrospective basis. The adoption did not have a material effect on the Company’s consolidated financial statements other than adding new disclosures, which are included in Note 13. Income Taxes. In July 2025, the 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 Topic 606, Revenue from Contracts with Customers ("ASC 606"), permitting the assumption that existing conditions at the balance‑sheet date will remain unchanged over the remaining life of such assets. The Company adopted this standard effective January 1, 2025. The adoption did not have a material effect on our 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. This ASU also provides new guidance regarding how to evaluate whether “probable-to-complete” criteria has been met. The ASU is effective for fiscal years beginning after December 15, 2027, including interim periods within those years, with early adoption permitted. The Company adopted this standard effective January 1, 2025 prospectively. The adoption did not have a material effect on the Company’s financial position, results of operations, cash flows or disclosures. Accounting Pronouncements not yet Adopted 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 expense line items. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The amendments are 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 consolidated financial statements. In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities (Topic 832). This ASU establishes a unified accounting model for business entities when recognizing, measuring, and presenting government grants. The ASU categorizes grants as either related to an asset or related to income. A grant related to income is recognized in earnings in a systematic and rational manner over the periods in which the entity recognizes the related expenses for which the grant is intended to compensate. Presentation of the grant on the income statement can be either as a component of other income or as a deduction from the related expenses. The standard is effective for annual periods beginning after December 15, 2028 and interim periods within those annual periods. However, the ASU permits early adoption. The Company is considering early adopting the provisions of ASU 2025-10 and is still assessing the impact on its financial statements, including the presentation of its Section 45Z production tax credits.
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| Accounts Receivable, Net | Accounts receivable represent amounts due from the sale of products and services for which the Company has an unconditional right to payment. Accounts receivable are stated at net realizable value, net of an allowance for credit losses. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability including past‑due status and made judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considers customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data.
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| Contract Balances | Contract assets consist primarily of costs and estimated earnings in excess of billings and retainage receivables. Costs and estimated earnings in excess of billings represent unbilled amounts earned and reimbursable under construction contracts and arise when revenues have been recognized but amounts are conditional and have yet to be billed under the terms of the contract. Amounts become billable in accordance with contract terms, generally based on progress toward completion and the achievement of contractual milestones. Cost and estimated earnings in excess of billings amounted to $6,489 and $8,547 as of December 31, 2025 and 2024. Contract liabilities consist of billings in excess of costs and estimated earnings and other deferred construction revenue. Billings in excess of costs and estimated earnings represent amounts billed to or collected from customers in advance of the satisfaction of the related performance obligations. These amounts are recognized as revenue as the Company satisfies its performance obligations over the remaining contract term.
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| Parts Inventory | Parts inventory, also referred to as supplies inventory, consists of shop spare parts inventory and construction site parts inventory. Parts inventory is stated at historical cost, which is determined using the average cost method, and is recorded at the lower of cost or net realizable value. An annual review of inventory is performed to identify obsolete items. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Prepaid Expense and Other Current Assets | Prepaid expenses and other current assets consist primarily of prepaid insurance, environmental credits held for sale, non-monetary asset and other miscellaneous current assets expected to be realized within one year.
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| Property, Plant, and Equipment, Net | Property, plant, and equipment are recorded at historical cost, except for amounts attributable to asset retirement obligations, which are recorded at their estimated fair value when the obligation is incurred. Direct costs associated with the construction of assets, as well as renewals and betterments that materially improve or extend the useful lives of the assets, are capitalized. The Company capitalizes costs related to the development and construction of new projects when management determines that there is a significant likelihood that the project will be completed and placed in service for its intended use. This determination is based on the achievement of key milestones, including, but not limited to, the receipt of required permits and the execution of major contracts, such as gas rights agreements, gas transportation arrangements, and engineering, procurement, and construction contracts. Costs incurred prior to the achievement of these milestones are expensed as incurred. Replacements, routine maintenance, and repairs that do not materially improve or extend the useful lives of the respective assets are expensed as incurred. Major maintenance is a component of maintenance expense and encompasses overhauls of internal combustion engines, gas compressors and electrical generators. Major maintenance is expensed as incurred. The Company capitalizes interest incurred on its general borrowings during the construction period until the related assets are substantially complete and ready for their intended use. Depreciation is computed using the straight‑line method over the estimated useful lives of the assets as follows:
Construction in progress represents long‑lived assets that are under development and not yet placed into service. Construction in progress is not depreciated until the underlying assets are substantially complete and available for their intended use.
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| Capital Spares | Capital spares consist primarily of large replacement parts and components for the RNG facilities and power plants. These parts, which are vital to the continued operation of the RNG facilities and power plants and require a substantial lead time to acquire, are maintained on hand for emergency replacement. Capital spares are included in other long-term assets, recorded at historical cost and expensed when placed into service as part of a routine maintenance project or capitalized when part of a plant improvement project.
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| Impairment of Long-lived Assets | Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are impaired, the impairment to be recognized is measured by the amount that the carrying amounts of the assets exceed the fair value of the assets. Assets disposed of are reported at the lower of the carrying amount or fair value less selling costs. The Company recorded $— and $2,016 impairment expense for the years ended December 31, 2025 and 2024. Fair value is generally determined by considering (i) internally developed discounted cash flows for the asset group, (ii) information available regarding the current market value for such assets and/or (iii) estimates of the costs to replace an asset. We use our best estimates in making these evaluations and consider various factors, including future pricing and operating costs. However, actual future market prices and project costs could vary from the assumptions used in our estimates and the impact of such variations could be material.
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| Investment in Other Entities | Investment in other entities includes the Company’s interests in certain investees which are accounted for under the equity method of accounting as the Company has determined that the investment provides the Company with the ability to exercise significant influence, but not control, over the investee. The Company’s investments in these nonconsolidated entities are reflected in the Company’s consolidated balance sheets at cost. The amounts initially recognized are subsequently adjusted for the impacts of impairment, capitalized interest and Company’s share of earnings (losses) which are recognized as income from equity method investments in the consolidated statements of operations after adjustment for the effects of any basis differences. Investments are also increased for contributions made to the investee and decreased by distributions from the investee and classified in the statement of cash flows using the cumulative earnings approach. The Company evaluates its equity method investments for impairment whenever events or changes in circumstances indicate that a decline in value has occurred that is other than temporary. Evidence considered in this evaluation includes, but would not necessarily be limited to, the financial condition and near-term prospects of the investee, recent operating trends and forecasted performance of the investee, market conditions in the geographic area or industry in which the investee operates and the Company’s strategic plans for holding the investment in relation to the period of time expected for an anticipated recovery of its carrying value. If the investment is determined to have a decline in value deemed to be other than temporary, it is written down to estimated fair value in the same period the impairment was identified.
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| Goodwill | Goodwill represents the excess of purchase price of an acquisition over the fair value of net assets acquired in a business combination subject to ASC Topic 805, Business Combinations ("ASC 805"). Goodwill is not amortized, but the potential impairment of goodwill is assessed at least annually and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. Accounting rules require that the Company test at least annually, or more frequently when a triggering event occurs that indicates that the fair value of the reporting unit may be below its carrying amount, for possible goodwill impairment in accordance with the provisions of ASC Topic 350 Intangibles – Goodwill and Other ("ASC 350"). The Company performs its annual test on December 31.
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| Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist primarily of accrued capital expenditures, accrued payroll and related benefits, accrued environmental credit rebates, and other miscellaneous accrued operating expenses. Accrued environmental credit rebates represent the Company's liabilities for dispensing services provided by third-party vendors.
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| Asset Retirement Obligation | The Company records asset retirement obligations when a legal obligation associated with the retirement of a long‑lived asset is incurred and the fair value of the obligation can be reasonably estimated. Asset retirement obligations are initially measured at fair value and recorded as a liability, with a corresponding increase to the carrying amount of the related asset. The capitalized asset retirement costs are depreciated over the useful life of the related asset, and the liability is accreted over time. Periodic accretion of discount of the estimated liability is recorded as a part of depreciation, amortization, and accretion expense. Asset retirement obligations are classified as Level 3 fair value measurements due to the use of significant unobservable inputs. The Company estimates the fair value of asset retirement obligations using a discounted cash flow approach, which requires assumptions regarding the timing and amount of future cash outflows, inflation rates, and credit‑adjusted discount rates. Asset retirement obligations are classified as current when settlement is expected within one year and as non-current when settlement is expected to occur beyond one year. The current portion is reflected in accrued expenses and other current liabilities, while the non‑current portion is reflected in other long-term liabilities.
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| Deferred Financing Costs | Fees incurred for obtaining new loans or debt restructuring are deferred and amortized to interest expense over the life of the related debt using effective interest method. Unamortized financing costs are written off when the related debt is extinguished. Deferred debt issuance costs are reported as a reduction of the carrying value of the long-term debt in the consolidated balance sheets. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leases | Lessee The Company accounts for leases in accordance with ASC Topic 842 Leases ("ASC 842"). The Company’s leases consist primarily of operating leases for site leases on landfills and dairy farms, office facilities, and finance leases for a site lease associated with fuel station and vehicles. The Company accounts for lease and non‑lease components as a single lease component and does not recognize right‑of‑use assets or lease liabilities for leases with a term of 12 months or less. Lease payments consist primarily of fixed payments under the arrangement, net of any lease incentives. Variable lease payments in our leases and are not based on an index or rate are not included in the lease liability and are recognized as expense as incurred. The Company estimates its incremental borrowing rate based on the rate of interest it would have to pay to borrow on a collateralized basis with an equal lease‑payment amount, over a similar term, and in a similar economic environment. The lease term may include periods covered by options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company has excluded renewal periods from the right‑of‑use assets and lease liabilities for existing leases because it is not reasonably certain that it will exercise those renewal options. Operating lease costs are recorded within project development and start up costs or cost of sales - RNG fuel for site leases, and within selling, general and administrative for office leases, based on the nature of the underlying activity. Lease modifications or extensions are assessed to determine whether they represent a separate contract or a change to an existing lease. When a modification does not create a separate lease, the Company remeasures the lease liability using an updated discount rate and adjusts the Right-of-Use ("ROU") asset accordingly. The Company evaluates right‑of‑use assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Impairment losses, if any, are recognized in the period identified. Lessor At the inception of a new lease arrangement for which the Company is the lessor, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. All other leases are classified as operating leases. Upon commencement of the sales-type lease, the book value of the leased asset is removed from the balance sheet and a net investment in sales-type lease is recognized based on the present value of fixed payments under the contract and the residual value of the underlying asset. 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 compressed natural gas ("CNG")/RNG to the customer for a determined number of years. The contractual term of these arrangements may include options to extend or terminate the agreement upon the occurrence of certain actions by a government authority or regulatory agency or terminate the agreement and purchase the underlying station for fair market value. 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. The lease components of the FPAs are considered to be operating leases with variable consideration. The adjustments to payments are based on a variety of factors including changes in an index or rate (such as the market price of natural gas and utilities), the amount of fuel dispensed from the station, annual escalators, volume discounts and discounts for tax and environmental credits retained by the Company. The Company excludes taxes assessed by a government authority that are imposed on and concurrent with the FPA transaction collected by the Company from the customer. The Company allocates the contract consideration between the lease component and non-lease components on a relative standalone selling price basis. As per ASC 842, the revenue is recognized in the period earned. Our FPAs generally do not include any residual value guarantees and Company typically expects the underlying asset to have no residual value following the end of the lease term. Judgment is required in evaluating whether an arrangement contains a lease, including assessing whether an identified asset exists and whether the Company has the right to control the use of that asset throughout the period of use. This evaluation involves consideration of factors such as the supplier’s substantive substitution rights, the Company’s decision‑making rights over the use of the asset, and whether the Company obtains substantially all of the economic benefits from use of the asset. The Company determines whether an arrangement contains a lease at inception. Lessor Contracts 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 provide the purchaser with the right to use the power plant during the contract term and are classified as operating leases. 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 and related services to the customer for a determined number of years. The majority of our FPAs include a lease component that provides the customer with the right to use the Fueling Stations and these arrangements are classified as operating leases. On September 26, 2025, the Company amended its agreement with a customer to extend the lease term through October 31, 2031, with automatic annual renewals unless either party provides notice. The customer holds a purchase option to acquire the underlying CNG equipment for $1, which the Company is reasonably certain will be exercised. The arrangement includes variable lease payments based on CNG volumes dispensed that are not based on an index or rate. As part of the lease modification, the Company reclassified $2,050 of previously accrued lease receivables as a deferred lease incentive, which will be recognized as a reduction of lease income over the amended lease term. The modification did not change the lease’s classification as an operating lease. Sales-Type Leases In 2025, the Company entered into FPAs with customer in Canada and determined that these arrangements meet the criteria for classification as sales‑type leases. At lease commencement, the underlying assets were derecognized and a lease receivable was recorded at the present value of future lease payments, discounted using the rate implicit in the lease. At that time, $7,734 was recognized within fuel station services revenues and $6,363 was recorded in cost of sales - fuel station services. As of December 31, 2025, a maturity analysis of lease receivables reflecting undiscounted cash flows to be received on an annual basis are as follows:
Lessee Contracts Site Leases The Company, through its indirectly owned subsidiaries, enters into long‑term site leases on landfills and dairy farms for the construction and operation of its RNG generation facilities. While most site leases require immaterial lease payments, the Company has three material operating lease arrangements within its Central Valley project: one site at the MD Digester (“MD”) and two sites at the VS Digester (“VS1” and “VS2”). The MD and VS1 site leases became effective in March 2021 and extend through the 20‑year anniversary of the respective Commercial Operation Date (“COD”). Rent payments are fixed over the lease term commencing on the Effective date. The VS2 site lease became effective in July 2023 and continues through the 20‑year anniversary of COD. Rent payments include fixed 5% escalations beginning on the fifth anniversary of COD and every fifth anniversary thereafter. Rent does not commence until the calendar quarter in which COD occurs, resulting in a rent‑free period between the Effective Date and COD. These three leases automatically renew for successive two‑year periods, up to a maximum total lease term of 34 years and 11 months from the respective Effective Date. Either party may elect not to renew by providing written notice before the end of the then‑current term and each lease includes termination rights if COD is not achieved within a reasonable period. During the year ended December 31, 2024, the Company revised the commercial operation date for its leases for MD, VS1 and VS2 which changed the lease term for those leases. The Company treated this as a lease modification and increased its right-of-use asset and corresponding lease liability by $1,109 on its consolidated balance sheets as of December 31, 2024, using the incremental borrowing rate from 7.28% to 7.53%. The Company also has one site lease associated with one of its FPAs, which it classified as a finance lease based on the terms of the arrangement. During the year ended December 31, 2025, the Company derecognized the ROU asset and corresponding lease liability associated with this lease following a formal release from all future lease obligations by the vendor under the current agreement. The ROU asset had a carrying value of approximately $5,397 at the time of termination. The derecognition resulted in a $600 in Other income. Office Lease The Company leases office and warehouse space under an operating lease that originally commenced on January 16, 2015. The expiration date of the lease is January 31, 2028 the Company has a single 36‑month renewal option, exercisable through written notice. The lease includes scheduled base rent escalations of 4% annually. Vehicle Leases The Company leases vehicles primarily used to perform service and maintenance activities for Fueling Stations operated by OPAL Fuels Station Services, as well as for facility maintenance within its Renewable Power and RNG subsidiaries. The total lease payments represent substantially all of the fair value of the underlying assets and therefore they are recorded as finance leases.
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| Leases | Lessee The Company accounts for leases in accordance with ASC Topic 842 Leases ("ASC 842"). The Company’s leases consist primarily of operating leases for site leases on landfills and dairy farms, office facilities, and finance leases for a site lease associated with fuel station and vehicles. The Company accounts for lease and non‑lease components as a single lease component and does not recognize right‑of‑use assets or lease liabilities for leases with a term of 12 months or less. Lease payments consist primarily of fixed payments under the arrangement, net of any lease incentives. Variable lease payments in our leases and are not based on an index or rate are not included in the lease liability and are recognized as expense as incurred. The Company estimates its incremental borrowing rate based on the rate of interest it would have to pay to borrow on a collateralized basis with an equal lease‑payment amount, over a similar term, and in a similar economic environment. The lease term may include periods covered by options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company has excluded renewal periods from the right‑of‑use assets and lease liabilities for existing leases because it is not reasonably certain that it will exercise those renewal options. Operating lease costs are recorded within project development and start up costs or cost of sales - RNG fuel for site leases, and within selling, general and administrative for office leases, based on the nature of the underlying activity. Lease modifications or extensions are assessed to determine whether they represent a separate contract or a change to an existing lease. When a modification does not create a separate lease, the Company remeasures the lease liability using an updated discount rate and adjusts the Right-of-Use ("ROU") asset accordingly. The Company evaluates right‑of‑use assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Impairment losses, if any, are recognized in the period identified. Lessor At the inception of a new lease arrangement for which the Company is the lessor, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. All other leases are classified as operating leases. Upon commencement of the sales-type lease, the book value of the leased asset is removed from the balance sheet and a net investment in sales-type lease is recognized based on the present value of fixed payments under the contract and the residual value of the underlying asset. 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 compressed natural gas ("CNG")/RNG to the customer for a determined number of years. The contractual term of these arrangements may include options to extend or terminate the agreement upon the occurrence of certain actions by a government authority or regulatory agency or terminate the agreement and purchase the underlying station for fair market value. 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. The lease components of the FPAs are considered to be operating leases with variable consideration. The adjustments to payments are based on a variety of factors including changes in an index or rate (such as the market price of natural gas and utilities), the amount of fuel dispensed from the station, annual escalators, volume discounts and discounts for tax and environmental credits retained by the Company. The Company excludes taxes assessed by a government authority that are imposed on and concurrent with the FPA transaction collected by the Company from the customer. The Company allocates the contract consideration between the lease component and non-lease components on a relative standalone selling price basis. As per ASC 842, the revenue is recognized in the period earned. Our FPAs generally do not include any residual value guarantees and Company typically expects the underlying asset to have no residual value following the end of the lease term. Judgment is required in evaluating whether an arrangement contains a lease, including assessing whether an identified asset exists and whether the Company has the right to control the use of that asset throughout the period of use. This evaluation involves consideration of factors such as the supplier’s substantive substitution rights, the Company’s decision‑making rights over the use of the asset, and whether the Company obtains substantially all of the economic benefits from use of the asset. The Company determines whether an arrangement contains a lease at inception. Lessor Contracts 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 provide the purchaser with the right to use the power plant during the contract term and are classified as operating leases. 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 and related services to the customer for a determined number of years. The majority of our FPAs include a lease component that provides the customer with the right to use the Fueling Stations and these arrangements are classified as operating leases. On September 26, 2025, the Company amended its agreement with a customer to extend the lease term through October 31, 2031, with automatic annual renewals unless either party provides notice. The customer holds a purchase option to acquire the underlying CNG equipment for $1, which the Company is reasonably certain will be exercised. The arrangement includes variable lease payments based on CNG volumes dispensed that are not based on an index or rate. As part of the lease modification, the Company reclassified $2,050 of previously accrued lease receivables as a deferred lease incentive, which will be recognized as a reduction of lease income over the amended lease term. The modification did not change the lease’s classification as an operating lease. Sales-Type Leases In 2025, the Company entered into FPAs with customer in Canada and determined that these arrangements meet the criteria for classification as sales‑type leases. At lease commencement, the underlying assets were derecognized and a lease receivable was recorded at the present value of future lease payments, discounted using the rate implicit in the lease. At that time, $7,734 was recognized within fuel station services revenues and $6,363 was recorded in cost of sales - fuel station services. As of December 31, 2025, a maturity analysis of lease receivables reflecting undiscounted cash flows to be received on an annual basis are as follows:
Lessee Contracts Site Leases The Company, through its indirectly owned subsidiaries, enters into long‑term site leases on landfills and dairy farms for the construction and operation of its RNG generation facilities. While most site leases require immaterial lease payments, the Company has three material operating lease arrangements within its Central Valley project: one site at the MD Digester (“MD”) and two sites at the VS Digester (“VS1” and “VS2”). The MD and VS1 site leases became effective in March 2021 and extend through the 20‑year anniversary of the respective Commercial Operation Date (“COD”). Rent payments are fixed over the lease term commencing on the Effective date. The VS2 site lease became effective in July 2023 and continues through the 20‑year anniversary of COD. Rent payments include fixed 5% escalations beginning on the fifth anniversary of COD and every fifth anniversary thereafter. Rent does not commence until the calendar quarter in which COD occurs, resulting in a rent‑free period between the Effective Date and COD. These three leases automatically renew for successive two‑year periods, up to a maximum total lease term of 34 years and 11 months from the respective Effective Date. Either party may elect not to renew by providing written notice before the end of the then‑current term and each lease includes termination rights if COD is not achieved within a reasonable period. During the year ended December 31, 2024, the Company revised the commercial operation date for its leases for MD, VS1 and VS2 which changed the lease term for those leases. The Company treated this as a lease modification and increased its right-of-use asset and corresponding lease liability by $1,109 on its consolidated balance sheets as of December 31, 2024, using the incremental borrowing rate from 7.28% to 7.53%. The Company also has one site lease associated with one of its FPAs, which it classified as a finance lease based on the terms of the arrangement. During the year ended December 31, 2025, the Company derecognized the ROU asset and corresponding lease liability associated with this lease following a formal release from all future lease obligations by the vendor under the current agreement. The ROU asset had a carrying value of approximately $5,397 at the time of termination. The derecognition resulted in a $600 in Other income. Office Lease The Company leases office and warehouse space under an operating lease that originally commenced on January 16, 2015. The expiration date of the lease is January 31, 2028 the Company has a single 36‑month renewal option, exercisable through written notice. The lease includes scheduled base rent escalations of 4% annually. Vehicle Leases The Company leases vehicles primarily used to perform service and maintenance activities for Fueling Stations operated by OPAL Fuels Station Services, as well as for facility maintenance within its Renewable Power and RNG subsidiaries. The total lease payments represent substantially all of the fair value of the underlying assets and therefore they are recorded as finance leases.
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| Fair Value of Financial Instruments | The fair value of financial instruments, including long-term debt and derivative instruments is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties. 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. Fair value measurements are classified and disclosed in one of the following categories: Level 1 — defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2 — defined as quoted prices for similar instruments in active market, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations for which all significant inputs are observable market data; Level 3 — defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company's interest rate swap contracts are valued with pricing models commonly used by the financial services industry using discounted cash flows of forecast future swap settlements based on projected three-month SOFR rates. The Company values its energy commodity swap contracts based on the applicable geographical market energy forward curve. The forward curves are derived based on the quotes provided by New York Mercantile Exchange, Amerex Energy Services and Tradition Energy. 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 determines the Level 3 fair value measurements using a discounted cash flow model in which cash outflows estimated to retire the asset are discounted to their present value using an expected discount rate. The carrying value of the Company's long-term debt approximates the fair value because the interest rates are variable and reflective of market conditions. The fair value of debt is estimated using Level 2 inputs.
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| Derivative Instruments | The Company estimates the fair value of its derivative instruments using available market information in accordance with ASC Topic 820, Fair Value Measurement ("ASC 820"). Derivative instruments are measured at their fair value and recorded as either assets or liabilities unless they qualify for an exemption from derivative accounting measurement such as normal purchases and normal sales. All changes in the fair value of recognized derivatives are recognized currently in earnings, unless the derivative is designated in a qualifying hedging relationship. Changes in the fair value of derivative instruments that do not result in cash receipts or payments in the period of change are presented as reconciling items in the reconciliation of net income to net cash flows from operating activities. The Company uses interest rate swaps to manage exposure to variability in cash flows associated with changes in interest rates. The Company designates these interest rate swaps as cash flow hedges and applies hedge accounting in accordance with ASC Topic 815, Derivatives and Hedging ("ASC 815"). Hedge effectiveness is assessed at inception and on an ongoing basis to determine whether the hedging relationship is expected to be and has been highly effective. The effective portion of changes in fair value is recorded in Accumulated other comprehensive (loss) income and subsequently reclassified into earnings in the same period or periods during which the hedged forecasted transactions affect earnings. Any ineffective portion of the changes in fair value of the derivatives is recognized in earnings. The Company’s interest rate swap derivative instruments do not contain an other-than-insignificant financing element. Cash receipts and payments related to interest rate swaps are classified in the consolidated statements of cash flows, consistent with the classification of cash flows related to the economically hedged interest costs. Interest rate swaps were immaterial for the years ended December 31, 2025 and 2024. The Company utilizes commodity swap contracts to hedge against the unfavorable price fluctuations in market prices of electricity and natural gas. The Company does not apply hedge accounting to these contracts. These contracts are considered to be Level 2 instruments in the fair value hierarchy.
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| Redeemable Non-controlling Interests | Redeemable non-controlling interests represent the portion of subsidiaries 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 LLC 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 consolidated statements of operations. At each balance sheet date, the mezzanine equity-classified redeemable preferred non-controlling interests are adjusted down to their maximum redemption value if necessary, with an offset in stockholders' deficit.
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| Revenue Recognition from Contracts with Customers | The Company’s revenue arrangements generally consist of a single performance obligation to transfer goods or services. Payment terms are consistent with standard market practices in the markets the Company serves and do not include a significant financing component. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. All revenue is recognized when, or as the Company satisfies its performance obligations under the contract (either implicit or explicit) by transferring the promised product or service to its customer either when, or as its customer obtains control of the product or service. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation. The Company allocates the contract’s transaction price to each performance obligation using the product’s observable market standalone selling price for each distinct product in the contract. Environmental Credits Sales of Environmental Attributes such as RINs, RTCs, RECs and LCFS are generally recorded as revenue when the certificates related to them are delivered to a buyer. During 2020, the Company entered into an agreement with a counterparty to sell LCFSs at one of our RNG facilities for a period of 7 years at a fixed contract price which has a certain predetermined floor and ceiling price per LCFS. The counterparty has the right to apply any excess payment made calculated as the difference between the adjusted Oil Price Information Service price and the floor price per the contract, against future sales of LCFSs during the contract term. Therefore, it includes a variable consideration that is constrained and is incorporated into the contract price only to the extent that it is probable that a significant reversal of the cumulative revenue recognized under the contract will not occur in a future period. The Company may enter into periodic transaction confirmations with Nextera for the sale of RNG generated by its RNG Fuels business, and NextEra may elect to engage the Company to market such RNG in order to generate RINs on its behalf. The Company has concluded that production services and dispensing services represent separate performance obligations within these arrangements. Control of K‑1 RINs transfers either at the point of gas generation or upon delivery of the RINs, and revenue is recognized at the time control is transferred. Consideration allocated to dispensing services is recognized as revenue when the Company satisfies its performance obligation, which occurs upon completion of the required documentation and pairing activities associated with dispensing. Electricity and Natural Gas Sales Revenue from the sale of RNG and electricity is recognized based on the actual output delivered to customers at the contractually agreed rates. Fueling Station Services OPAL provides operating and maintenance services for both Company‑owned and customer‑owned fueling stations. Revenue from service agreements is recognized over time as the related services are performed. OPAL is considered the principal in transactions involving the supply of CNG to customers. Although OPAL sources natural gas from third parties, the Company’s equipment converts that gas into CNG—a distinct product—prior to delivery. Revenue from CNG supply is recognized over time as OPAL fulfills its obligation to provide CNG throughout the contract term. For certain public CNG fueling stations where no contractual arrangement exists with the customer, the Company recognizes revenue at the point in time when the customer takes control of the fuel. Credit Monetization Services The Company provides credit monetization services to customers that own renewable gas generation facilities. The Company recognizes revenue from these services as the credits are minted on behalf of the customer. The Company receives non-cash consideration in the form of RINs or LCFSs for providing these services and recognizes the RINs or LCFSs received as environmental credits held for sale within current assets based on their estimated fair value at contract inception. When the Company receives RINs or LCFSs as payment for providing credit monetization services, it records the non-cash consideration in prepaid expenses and other current assets based on the fair value of RINs or LCFSs at contract commencement. Renewable Biomethane Environmental Attributes During 2022, three wholly‑owned subsidiaries in the Renewable Power portfolio entered into agreements with an Environmental Attribute marketing firm to sell Environmental Attributes associated with renewable biomethane (“ISCC Carbon Credits”) and to purchase brown gas at fixed prices per MMBtu. Regulatory changes adopted by the European Commission, effective November 21, 2024, disqualified biomethane produced outside the European Union from eligibility under the EU Renewable Energy Directive. As a result, all of the Company’s ISCC Carbon Credit agreements were terminated on that date. For the years ended December 31, 2025 and 2024, the Company earned net revenues of $— and $16,286, respectively under this contract which were recorded as part of renewable power revenues in the consolidated statements of operations. Construction Contracts The Company has various fixed price contracts for the construction of Fueling Stations for customers. Revenues from these contracts, including change orders, are recognized over time, with progress measured by the percentage of costs incurred to date compared to estimated total costs for each contract. This method is used as management considers costs incurred to be the best available measure of progress on these contracts. Costs capitalized to fulfill certain contracts were not material in any of the periods presented. For the years ended December 31, 2025 and 2024, the third-party construction revenue was recognized over time, and the remainder was for products and services transferred at a point in time. 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. Based on the guidance and indicative factors provided by ASC 606, the Company concluded that it offers assurance-type warranties as it does not provide a service to the customer beyond fixing defects that existed at the time of completion. Therefore, these warranties are accounted for under ASC Topic 460, Guarantees, 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.
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| Project Development And Startup Costs | Project development and startup costs include development costs for RNG projects under construction and startup costs incurred during the initial operating phase of new RNG projects, including legal, leasing, virtual pipeline costs and other ramp‑up expenses. These costs are temporary and non-recurring over the project lifetime. Virtual pipeline costs, which represent temporary transportation costs incurred until completion of a permanent pipeline, totaled $13,003 and $14,769 in 2025 and 2024, respectively | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based Compensation | The Company issues stock-based compensation utilizing stock options, performance units and restricted stock units. In accordance with ASC Topic 718, Stock Compensation ("ASC 718"), stock-based compensation is measured at the fair value of the award at the date of grant and recognized over the period of vesting on a straight-line basis using the graded vesting method. The grant-date fair value of stock options is estimated using the Black-Scholes option pricing model. Expense for stock-based compensation awards that include performance conditions are initially calculated and subsequently remeasured based on the outcome deemed probable of occurring, and recognized over the vesting period, with the ultimate amount of expense recognized based on the actual performance outcome. Forfeitures are recognized as they occur. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income Per Share | The basic income per share of Class A common stock is computed by dividing the net income attributable to Class A common stockholders by the weighted average number of Class A common stock outstanding during the period. The Class B common stock and D common stock do not participate in the earnings or losses of the Company and are therefore not considered participating securities. Accordingly, the two‑class method has not been applied.
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| Income Taxes And Transferrable Tax credits | The Company accounts for income taxes in accordance with ASC Topic 740, Accounting for Income Taxes (“ASC 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are included in other long-term assets and are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. We recognize interest and penalties related to unrecognized tax benefits on the interest expense line and other expense line, respectively, in the accompanying consolidated statement of operations. Accrued interest and penalties are included on the related liability lines in the consolidated balance sheet. As of December 31, 2025 and 2024, the Company does not have any amounts recorded in connection to uncertain tax positions. The Company sells to third-party purchasers certain transferable Investment Tax Credits ("ITCs") that have been generated by the Company from its investments in the Renewable Natural Gas segment. The Company considers expected transfers of the ITC credits in assessing their realizability as part of the valuation allowance analysis. Changes in estimated proceeds from expected credit transfers are recognized as adjustments to the valuation allowance. The Company accounts for ITCs under ASC 740 and has elected the flow‑through method, recognizing the ITC benefit in the period the credit arises. The Company has determined that it qualifies for clean fuel production tax credits ("PTCs","45z") under the Inflation Reduction Act of 2022 (“IRA”) and the One Big Beautiful Bill Act (“OBBBA”). The PTC credits are recognized as a tax benefit in the period in which production occurs, and the product is sold in a qualifying manner. The tax benefit recognized is determined based on the company's low carbon intensity ("CI") score to date and the expected sales price of the credits. The credits are recorded within income tax benefit on the consolidated statements of operations. As a result of the Company’s up-C structure effective with the Business Combination, the Company expects to be a tax-paying entity. However, as the Company has historically been loss-making, any deferred tax assets created as a result of net operating losses and other deferred tax assets for the excess of tax basis in Opal Fuels Inc.'s investment in Opal Fuels LLC are offset by a full valuation allowance. Prior to the Business Combinations, Opal Fuels LLC and its subsidiaries were organized as a limited liability company, with the exception of one partially-owned subsidiary which filed income tax returns as a C-Corporation. The Company accounts for its income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. Judgment is required in determining the provisions for income and other taxes and related accruals, and deferred tax assets and liabilities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, the Company's various tax returns are subject to audit by various tax authorities. Although the Company believes that its estimates are reasonable, actual results could differ from these estimates.
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| Vulnerability due to Certain Concentrations | Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, restricted cash, derivative instruments and trade accounts receivable. The Company holds cash, cash equivalents and restricted cash at several major financial institutions, much of which exceeds FDIC insured limits. Historically, the Company has not experienced any losses due to such concentration of credit risk. The Company’s temporary cash investments policy is to limit the dollar amount of investments with any one financial institution and monitor the credit ratings of those institutions. While the Company may be exposed to credit losses due to the nonperformance of the holders of its deposits, the Company does not expect the settlement of these transactions to have a material effect on its results of operations, cash flows or financial condition.
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