[8-K] OPAL Fuels Inc. Reports Material Event

Rhea-AI Filing Summary

OPAL Fuels Inc. appointed Mr. Lance Moll to its Board effective October 1, 2025. Mr. Moll, age 55, previously served over 33 years at FedEx Corporation, including as President and CEO of FedEx Freight, and has held multiple industry and community board roles. As a non-employee director he will be paid under the company’s director compensation policy and will receive an award of $67,500 in restricted stock units, calculated pro rata from an annual grant level of $135,000 based on days of service through March 31, 2026. The RSUs will cliff vest on October 1, 2026. The company states Mr. Moll was not selected pursuant to any arrangements and that there are no related-party transactions requiring disclosure.

Positive

• Industry leadership added: Appointment of Lance Moll brings over 33 years of FedEx leadership experience to the Board.
• Equity alignment: Mr. Moll will receive $67,500 in RSUs, aligning his interests with shareholders and vesting after one year.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Experienced logistics executive joins the board with standard equity-based alignment and no disclosed related-party ties.

Mr. Moll’s appointment brings long-tenured industry leadership experience from FedEx, which may strengthen board expertise in logistics and transportation strategy. The grant of pro rata restricted stock units aligns his economic incentives with shareholders and follows the company’s disclosed director compensation framework. The disclosure explicitly states no related-party transactions and that he was not selected via any external arrangement, which addresses common governance concerns about independence and conflicts of interest.

Compensation Analyst

TL;DR: Director compensation is pro rata and equity-based, with a one-year cliff vesting schedule.

The award equals $67,500 in RSUs, derived by prorating the standard annual non-employee director grant of $135,000 for the period October 1, 2025 to March 31, 2026, using a 365-day denominator. The cliff-vest on October 1, 2026 is a common mechanism to retain new directors for at least one year. The company references its proxy statement for full director compensation details.

0001842279FALSE00018422792024-09-132024-09-13

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): September 29, 2025

___________________________________

OPAL Fuels Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation)			001-40272 (Commission File Number)			98-1578357 (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 September 29, 2025, the board of directors (the “Board”) of OPAL Fuels Inc. (the “Company”) appointed Mr. Lance Moll to join the Board effective as of October 1, 2025.

Mr. Moll, age 55, is a veteran executive with more than 33 years at FedEx Corporation (NYSE: FDX), culminating as President and Chief Executive Officer of FedEx Freight. Beyond his service with FedEx, Mr. Moll has participated in industry and community initiatives and has served on the boards of the Arkansas Trucking Association, American Trucking Associations (ATA) Trucking Cares Foundation, Southern Reins Center for Equine Therapy, and US Chamber of Commerce Foundation.

Mr. Moll will receive compensation for his service as a non-employee member of the Board pursuant to the Company’s director compensation policy, which is described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 25, 2025.

Because Mr. Moll was not a director in April 2025 and did not receive an equity award at such time (as were granted to the Company’s other non-employee directors), in connection with his appointment, Mr. Moll will receive an award of $67,500 in restricted stock units of the Company, based on the closing share price of the Company’s common stock on October 1, 2025. This amount was determined by multiplying $135,000 (which is the amount of the awards granted to the Company’s non-employee directors in April, 2025) by a fraction, the numerator of which equals the number of days between (1) October 1, 2025, the date on which Mr. Moll will commence service and (2) March 31, 2026, and the denominator of which is 365. This award will cliff vest on October 1, 2026.

Mr. Moll was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person, and there are no related party transactions between Mr. Moll and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On September 29, 2025, the Company issued a press release announcing the appointment of Mr. Moll to the Board. A copy of the press release is attached hereto as Exhibit 99.1.

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 September 29, 2025
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: September 29, 2025

OPAL Fuels Inc.
By:			/s/ Kazi Hasan
Name:			Kazi Hasan
Title:			Chief Financial Officer

FAQ

Who was appointed to OPAL's board in October 2025?

Mr. Lance Moll was appointed to OPAL Fuels Inc.'s Board effective October 1, 2025.

What compensation did OPAL grant to new director Lance Moll?

Mr. Moll will receive an award of $67,500 in restricted stock units (RSUs), calculated pro rata from the $135,000 annual non-employee director award.

When do Mr. Moll's restricted stock units vest?

The RSU award will cliff vest on October 1, 2026.

Was Mr. Moll appointed pursuant to any arrangements or related-party agreements?

The filing states Mr. Moll was not selected pursuant to any arrangements and that there are no related-party transactions requiring disclosure.

Where can I find OPAL's director compensation policy referenced in the filing?

The filing references the company’s director compensation policy as described in OPAL’s Proxy Statement filed April 25, 2025.