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OPAL Fuels (OPAL) EVP logs RSU vesting, tax withholding and option grant

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

OPAL Fuels Inc. Executive Vice President David C. Unger reported equity compensation activity tied to restricted stock units and options on March 31, 2026. Several tranches of restricted stock units vested and were settled into Class A common stock, with a portion of the shares withheld to cover tax obligations.

Unger acquired 167,136 shares of Class A common stock through settlements of restricted stock units and performance-based restricted stock units, while 60,251 shares were withheld at a reference price of $2.52 per share to satisfy taxes. Following these transactions, he directly held 230,861 shares of Class A common stock and received new awards of 101,433 restricted stock units and options for 56,660 shares at a $2.52 exercise price, vesting over three years under the company’s 2022 Omnibus Equity Incentive Plan.

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Insider Unger David C
Role Executive Vice President
Type Security Shares Price Value
Exercise Restricted Stock Units 80,703 $0.00 --
Exercise Restricted Stock Units 23,522 $0.00 --
Exercise Restricted Stock Units 57,100 $0.00 --
Exercise Restricted Stock Units 5,811 $0.00 --
Grant/Award Restricted Stock Units 101,433 $0.00 --
Grant/Award Stock options (right to buy) 56,660 $0.00 --
Exercise Class A common stock 80,703 $0.00 --
Tax Withholding Class A common stock 29,093 $2.52 $73K
Exercise Class A common stock 23,522 $0.00 --
Tax Withholding Class A common stock 8,479 $2.52 $21K
Exercise Class A common stock 57,100 $0.00 --
Tax Withholding Class A common stock 20,584 $2.52 $52K
Exercise Class A common stock 5,811 $0.00 --
Tax Withholding Class A common stock 2,095 $2.52 $5K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Stock options (right to buy) — 56,660 shares (Direct); Class A common stock — 204,679 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit represents the right to receive, at settlement, one share of Class A common stock. This transaction represents the settlement of restricted stock units in shares of Class A common stock on their scheduled vesting date. Represents the shares held by the Company to satisfy tax withholding requirements on vesting of restricted stock units. The total value of securities withheld was based on a price of $2.52 per share, the closing price of Class A common stock on March 31, 2026. On March 31, 2023, the Reporting Person was granted 242,111 restricted stock units ("RSUs") pursuant to the terms of the Issuer's 2022 Omnibus Equity Incentive Plan (the "Plan"). RSUs were scheduled to vest in three (3) equal installments on each of the following dates: (i) March 31, 2024, (ii) March 31, 2025, and (iii) March 31, 2026, provided that the Reporting Person continues to provide services to the Issuer through the applicable vesting date. Each restricted stock unit represents the right to receive, at settlement, one share of Class A common stock. On March 31, 2024, the Reporting Person was granted 70,565 restricted stock units ("RSUs") pursuant to the terms of the Issuer's 2022 Omnibus Equity Incentive Plan (the "Plan"). RSUs were scheduled to vest in three (3) equal installments on each of the following dates: (i) March 31, 2025, (ii) March 31, 2026, and (iii) March 31, 2027, provided that the Reporting Person continues to provide services to the Issuer through the applicable vesting date. Each restricted stock unit represents the right to receive, at settlement, one share of Class A common stock. On March 31, 2025, the Reporting Person was granted 171,300 restricted stock units ("RSUs") pursuant to the terms of the Issuer's 2022 Omnibus Equity Incentive Plan (the "Plan"). RSUs were scheduled to vest in three (3) equal installments on each of the following dates: (i) March 31, 2026, (ii) March 31, 2027, and (iii) March 31, 2028, provided that the Reporting Person continues to provide services to the Issuer through the applicable vesting date. Each restricted stock unit represents the right to receive, at settlement, one share of Class A common stock. On March 31, 2023 the Reporting Person was awarded a target number of performance-based restricted stock units ("PRSUs"), subject to satisfaction of performance conditions as determined by the Board of Directors of OPAL Fuels Inc. Each PRSU represented the right to receive, at settlement, one share of Class A common stock. The amount shown represents the actual number of units earned by the Reporting Person pursuant to the satisfaction of performance conditions. On March 31, 2026, the Reporting Person was granted 101,433 RSUs pursuant to the Plan. RSUs are scheduled to vest in three (3) equal installments on each of the following dates: (i) March 31, 2027, (ii) March 31, 2028, and (iii) March 31, 2029, provided that the Reporting Person continues to provide services to the Issuer through the applicable vesting date. Each restricted stock unit represents the right to receive, at settlement, one share of Class A common stock. Granted pursuant to the Issuer's 2022 Omnibus Equity Incentive Plan (the "Plan"). The Reporting Person was granted an option to purchase shares of the Issuer's Class A common stock (the "Option") at an exercise price of $2.52 per share, which was the volume weighted average price of the Issuer's Class A common stock for the five days immediately preceding March 31, 2026, as quoted on the Nasdaq Stock Market. The Option vests in three (3) equal installments on each of the following dates: (i) March 31, 2027, (ii) March 31, 2028, and (iii) March 31, 2029, provided, that the Reporting Person continues to provide services to the Issuer through the applicable vesting date. In the event that the Reporting Person's employment is terminated by reason of the Reporting Person's disability or termination without cause, the Options shall vest with respect to the number of shares of Class A common stock that would have vested upon the next vesting date following such termination, had the Reporting Person remained an employee. Notwithstanding the foregoing, upon the occurrence of a termination of employment by reason of the Reporting Person's (i) termination without cause; or (ii) resignation for good reason, in connection with or within the 24 months following the consummation of a Change in Control (as defined in the Plan and the relevant award agreement), any unvested portion of the Option shall accelerate and vest in full. Upon the occurrence of a termination by reason of the Reporting Person's death, any unvested portion of the Option shall accelerate and vest in full.
RSU settlements 167,136 shares Class A common stock acquired via RSU and PRSU settlement on March 31, 2026
Tax withholding shares 60,251 shares Shares withheld to satisfy tax obligations at $2.52 per share
Shares held after transactions 230,861 shares Direct Class A common stock ownership following March 31, 2026 transactions
New RSU grant 101,433 RSUs Restricted stock units granted on March 31, 2026 under 2022 Omnibus Equity Incentive Plan
Stock option grant 56,660 options Options for Class A common stock granted March 31, 2026, expiring March 31, 2036
Option exercise price $2.52 per share Exercise price based on volume weighted average price before March 31, 2026
Option vesting schedule 3 equal installments Option vests on March 31, 2027, 2028, and 2029, subject to continued service
restricted stock units financial
"Each restricted stock unit represents the right to receive, at settlement, one share of Class A common stock."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based restricted stock units financial
"the Reporting Person was awarded a target number of performance-based restricted stock units ("PRSUs"), subject to satisfaction of performance conditions"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
2022 Omnibus Equity Incentive Plan financial
"pursuant to the terms of the Issuer's 2022 Omnibus Equity Incentive Plan (the "Plan")."
Change in Control financial
"following the consummation of a Change in Control (as defined in the Plan and the relevant award agreement)"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
tax withholding requirements financial
"Represents the shares held by the Company to satisfy tax withholding requirements on vesting of restricted stock units."
volume weighted average price financial
"an exercise price of $2.52 per share, which was the volume weighted average price of the Issuer's Class A common stock"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Unger David C

(Last)(First)(Middle)
ONE NORTH LEXINGTON AVE, 14TH FLOOR

(Street)
WHITE PLAINS NEW YORK 10601

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
OPAL Fuels Inc. [ OPAL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive Vice President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A common stock03/31/2026M80,703A(1)204,679D
Class A common stock03/31/2026F(2)29,093D$2.52175,586D
Class A common stock03/31/2026M23,522A(1)199,108D
Class A common stock03/31/2026F(2)8,479D$2.52190,629D
Class A common stock03/31/2026M57,100A(1)247,729D
Class A common stock03/31/2026F(2)20,584D$2.52227,145D
Class A common stock03/31/2026M5,811A(1)232,956D
Class A common stock03/31/2026F(2)2,095D$2.52230,861D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)03/31/2026M80,703 (3) (3)Class A common stock80,703$00D
Restricted Stock Units(1)03/31/2026M23,522 (4) (4)Class A common stock23,522$023,522D
Restricted Stock Units(1)03/31/2026M57,100 (5) (5)Class A common stock57,100$0114,200D
Restricted Stock Units(1)03/31/2026M5,811 (6) (6)Class A common stock5,811$00D
Restricted Stock Units(7)03/31/2026A101,433 (7) (7)Class A common stock101,433$0101,433D
Stock options (right to buy)$2.5203/31/2026A(8)56,660 (9)(10)(11)(12)03/31/2036Class A common stock56,660$056,660D
Explanation of Responses:
1. Each restricted stock unit represents the right to receive, at settlement, one share of Class A common stock. This transaction represents the settlement of restricted stock units in shares of Class A common stock on their scheduled vesting date.
2. Represents the shares held by the Company to satisfy tax withholding requirements on vesting of restricted stock units. The total value of securities withheld was based on a price of $2.52 per share, the closing price of Class A common stock on March 31, 2026.
3. On March 31, 2023, the Reporting Person was granted 242,111 restricted stock units ("RSUs") pursuant to the terms of the Issuer's 2022 Omnibus Equity Incentive Plan (the "Plan"). RSUs were scheduled to vest in three (3) equal installments on each of the following dates: (i) March 31, 2024, (ii) March 31, 2025, and (iii) March 31, 2026, provided that the Reporting Person continues to provide services to the Issuer through the applicable vesting date. Each restricted stock unit represents the right to receive, at settlement, one share of Class A common stock.
4. On March 31, 2024, the Reporting Person was granted 70,565 restricted stock units ("RSUs") pursuant to the terms of the Issuer's 2022 Omnibus Equity Incentive Plan (the "Plan"). RSUs were scheduled to vest in three (3) equal installments on each of the following dates: (i) March 31, 2025, (ii) March 31, 2026, and (iii) March 31, 2027, provided that the Reporting Person continues to provide services to the Issuer through the applicable vesting date. Each restricted stock unit represents the right to receive, at settlement, one share of Class A common stock.
5. On March 31, 2025, the Reporting Person was granted 171,300 restricted stock units ("RSUs") pursuant to the terms of the Issuer's 2022 Omnibus Equity Incentive Plan (the "Plan"). RSUs were scheduled to vest in three (3) equal installments on each of the following dates: (i) March 31, 2026, (ii) March 31, 2027, and (iii) March 31, 2028, provided that the Reporting Person continues to provide services to the Issuer through the applicable vesting date. Each restricted stock unit represents the right to receive, at settlement, one share of Class A common stock.
6. On March 31, 2023 the Reporting Person was awarded a target number of performance-based restricted stock units ("PRSUs"), subject to satisfaction of performance conditions as determined by the Board of Directors of OPAL Fuels Inc. Each PRSU represented the right to receive, at settlement, one share of Class A common stock. The amount shown represents the actual number of units earned by the Reporting Person pursuant to the satisfaction of performance conditions.
7. On March 31, 2026, the Reporting Person was granted 101,433 RSUs pursuant to the Plan. RSUs are scheduled to vest in three (3) equal installments on each of the following dates: (i) March 31, 2027, (ii) March 31, 2028, and (iii) March 31, 2029, provided that the Reporting Person continues to provide services to the Issuer through the applicable vesting date. Each restricted stock unit represents the right to receive, at settlement, one share of Class A common stock.
8. Granted pursuant to the Issuer's 2022 Omnibus Equity Incentive Plan (the "Plan").
9. The Reporting Person was granted an option to purchase shares of the Issuer's Class A common stock (the "Option") at an exercise price of $2.52 per share, which was the volume weighted average price of the Issuer's Class A common stock for the five days immediately preceding March 31, 2026, as quoted on the Nasdaq Stock Market. The Option vests in three (3) equal installments on each of the following dates: (i) March 31, 2027, (ii) March 31, 2028, and (iii) March 31, 2029, provided, that the Reporting Person continues to provide services to the Issuer through the applicable vesting date.
10. In the event that the Reporting Person's employment is terminated by reason of the Reporting Person's disability or termination without cause, the Options shall vest with respect to the number of shares of Class A common stock that would have vested upon the next vesting date following such termination, had the Reporting Person remained an employee.
11. Notwithstanding the foregoing, upon the occurrence of a termination of employment by reason of the Reporting Person's (i) termination without cause; or (ii) resignation for good reason, in connection with or within the 24 months following the consummation of a Change in Control (as defined in the Plan and the relevant award agreement), any unvested portion of the Option shall accelerate and vest in full.
12. Upon the occurrence of a termination by reason of the Reporting Person's death, any unvested portion of the Option shall accelerate and vest in full.
Remarks:
/s/ John Coghlin as Attorney-in-Fact04/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did OPAL Fuels (OPAL) report for David C. Unger?

OPAL Fuels reported that Executive Vice President David C. Unger settled multiple restricted stock unit awards into Class A common stock on March 31, 2026. The filing also shows new grants of restricted stock units and stock options as part of his ongoing equity compensation.

How many OPAL Fuels shares did David C. Unger acquire through RSU settlements?

David C. Unger acquired 167,136 shares of OPAL Fuels Class A common stock through the settlement of restricted stock units and performance-based restricted stock units. These settlements occurred on March 31, 2026, in connection with scheduled vesting under the company’s 2022 Omnibus Equity Incentive Plan.

How many OPAL Fuels shares were withheld for taxes in this Form 4 filing?

A total of 60,251 OPAL Fuels Class A shares were withheld to satisfy tax obligations related to RSU vesting. The value of these withheld securities was based on a share price of $2.52, the closing price on March 31, 2026, as described in the footnotes.

What new equity awards did David C. Unger receive from OPAL Fuels?

On March 31, 2026, David C. Unger received 101,433 restricted stock units and options for 56,660 shares of Class A common stock. The options carry a $2.52 exercise price and vest in three equal installments in 2027, 2028, and 2029, subject to continued service.

How many OPAL Fuels shares does David C. Unger hold after these transactions?

After the reported March 31, 2026 transactions, David C. Unger directly holds 230,861 shares of OPAL Fuels Class A common stock. This figure reflects RSU settlements and shares withheld for taxes as shown in the non-derivative transaction table in the Form 4 data.

What are the key vesting and change-in-control terms for Unger’s OPAL Fuels options?

Unger’s options vest in three equal annual installments on March 31, 2027, 2028, and 2029, at a $2.52 exercise price. Footnotes state unvested options may partially or fully accelerate on disability, death, termination without cause, or qualifying resignation following a Change in Control.
OPAL Fuels Inc.

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