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Form 8-K

sec.gov

8-K — OPAL Fuels Inc.

Accession: 0001628280-26-066561

Filed: 2026-10-21

Period: 2026-10-19

CIK: 0001842279

SIC: 4932 (GAS & OTHER SERVICES COMBINED)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — opal-20261019.htm (Primary)

EX-99.1 (opalco-ceopressrelease.htm)

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8-K

8-K (Primary)

Filename: opal-20261019.htm · Sequence: 1

opal-20261019

0001842279FALSE00018422792026-07-272026-07-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 19, 2026

___________________________________

OPAL Fuels Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

(State or other jurisdiction of

incorporation)

001-40272

(Commission File Number)

80-0990453

(IRS Employer Identification No.)

One North Lexington Avenue, Suite 1450

White Plains, New York

10601

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (914) 705-4000

Not Applicable

(Former name or former address, if changed since last report)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

OPAL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 19, 2026, Jonathan Maurer, Co-Chief Executive Officer of OPAL Fuels Inc. (the “Company”), notified the Company that he intends to retire from his role as Co-Chief Executive Officer effective as of March 31, 2027. Mr. Maurer plans to be available to the Company in a Senior Advisor role for an appropriate period of time following his retirement to support a smooth transition. Effective upon Mr. Maurer's retirement, Adam Comora will become the Company's sole Chief Executive Officer.

Except for the existing terms of Mr. Maurer’s outstanding equity awards, there are currently no compensation agreements or arrangements in place regarding Mr. Maurer’s retirement or subsequent Senior Advisor Role. Mr. Maurer is not a party to an employment agreement with the Company.

Item 7.01.

Regulation FD Disclosure.

On October 20, 2026, the Company issued a press release announcing Mr. Maurer’s planned retirement and the transition of Adam Comora to sole Chief Executive Officer. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information disclosed under this Item 7.01, including the exhibit, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. By filing this Current Report on Form 8-K and furnishing this information, the Company makes no statement or admission as to the materiality of any information in this Item 7.01 or the exhibit attached hereto.

Item 9.01. Financial Statements and Exhibits

Exhibit Number

Description

99.1

Press release dated October 20, 2026

104

Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 20, 2026

OPAL Fuels Inc.

By:

/s/ Kazi Hasan

Name:

Kazi Hasan

Title:

Chief Financial Officer

EX-99.1

EX-99.1

Filename: opalco-ceopressrelease.htm · Sequence: 2

Document

FOR IMMEDIATE RELEASE

OPAL Fuels Announces Planned Retirement of Co-CEO

WHITE PLAINS, N.Y. – (October 20, 2026) OPAL Fuels (Nasdaq: OPAL), a vertically integrated and nationwide leader in the production and distribution of renewable and compressed natural gas (RNG and CNG) used as transportation fuel for heavy-duty trucking, today announced that Jonathan Maurer plans to retire from his role as Co-Chief Executive Officer on March 31, 2027. Following Mr. Maurer’s retirement, Adam Comora will become the Company’s sole Chief Executive Officer. Mr. Maurer will remain available to the Company in a Senior Advisor role for an appropriate period of time thereafter to support a smooth transition.

Mr. Maurer has been Co-Chief Executive Officer of OPAL Fuels since April 2021, after the company was formed. Prior to that Mr. Maurer was employed by FORTISTAR (OPAL Fuels’ majority shareholder) since October 1998.

“I want to thank Jon for his leadership over these past thirty-seven years” said Mark Comora, Chairman of the Board of OPAL Fuels and President of FORTISTAR. “Jon has been instrumental in building the company and getting us to where we are today. We are grateful for his service and his commitment to ensure a smooth transition. We wish Jon continued success as he transitions to managing his family office in West Palm Beach, Florida and increases his work with the organizations for which he is serving as board director.”

“We have come a long way in building a durable business that has provided reliable power and transportation fuel to our customers across the country while making significant impact in reducing the harmful environmental effects of methane emissions,” said Jonathan Maurer, Co-Chief Executive Officer of OPAL Fuels. “It has been a privilege to help build OPAL Fuels from the initial investment in landfill gas to energy facilities by FORTISTAR in 1996. I am confident that Adam and our talented team are well positioned to lead OPAL Fuels’ next chapter. I look forward to supporting a smooth transition over the coming months.”

“Jon has been an outstanding partner and I am excited for him as he transitions away from his day to day responsibilities at OPAL,” said Adam Comora, Co-Chief Executive Officer of OPAL Fuels. “I am grateful for his friendship and leadership as we built a strong foundation at OPAL Fuels and look forward to continuing the work with the entire OPAL team in our next phase of growth and execution.”

The Company additionally announced that the Board has commenced an executive search for a President, who will report to Adam Comora.

About OPAL Fuels

OPAL Fuels (Nasdaq: OPAL) is a leader in the capture and conversion of biogas into low carbon intensity RNG and renewable electricity. OPAL Fuels is also a leader in the marketing and distribution of RNG to heavy duty trucking and other hard to decarbonize industrial sectors. For additional information, and to learn more about OPAL Fuels and how it is leading the effort to capture North America’s harmful methane emissions and decarbonize the economy, please visit www.opalfuels.com.

Forward-Looking Statements

Certain statements in this communication may be considered forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including statements regarding the planned leadership transition described herein and the expected timing thereof. You can identify forward-looking statements by terminology such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negatives of these terms or similar terminology. Such forward-looking statements are subject to risks and uncertainties, including the inherent uncertainty associated with leadership and management transitions, the timing and completion of the planned executive transition, and the Company’s ability to retain and recruit key personnel, as well as other risks, uncertainties and factors set forth in the Company's annual report on Form 10-K, quarterly reports on Form 10-Q, and other filings the Company makes with the Securities and Exchange Commission, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based.

Disclaimer

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Contact information

Investors

Todd Firestone

Vice President, Investor Relations and Corporate Development

(914) 705-4001

investors@opalfuels.com

Media

Harrison Feuer

Senior Director, Communications and Public Policy

(914) 721-3723

hfeuer@opalfuels.com

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