SEC FORM 4

SEC FORM 4SEC Form 4

FORM 4

UNITED 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

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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^*

Coghlin John

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	03/31/2026		M		16,738	A	⁽¹⁾	89,218	D
Class A common stock	03/31/2026		F⁽²⁾		6,034	D	$2.52	83,184	D
Class A common stock	03/31/2026		M		23,522	A	⁽¹⁾	106,706	D
Class A common stock	03/31/2026		F⁽²⁾		8,479	D	$2.52	98,227	D
Class A common stock	03/31/2026		M		65,258	A	⁽¹⁾	163,485	D
Class A common stock	03/31/2026		F⁽²⁾		23,525	D	$2.52	139,960	D
Class A common stock	03/31/2026		M		10,847	A	⁽¹⁾	150,807	D
Class A common stock	03/31/2026		F⁽²⁾		3,910	D	$2.52	146,897	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	03/31/2026		M			16,738	⁽³⁾	⁽³⁾	Class A common stock	16,738	$0	0	D
Restricted Stock Units	⁽¹⁾	03/31/2026		M			23,522	⁽⁴⁾	⁽⁴⁾	Class A common stock	23,522	$0	23,522	D
Restricted Stock Units	⁽¹⁾	03/31/2026		M			65,258	⁽⁵⁾	⁽⁵⁾	Class A common stock	65,258	$0	130,514	D
Restricted Stock Units	⁽¹⁾	03/31/2026		M			10,847	⁽⁶⁾	⁽⁶⁾	Class A common stock	10,847	$0	0	D
Restricted Stock Units	⁽⁷⁾	03/31/2026		A		162,292		⁽⁷⁾	⁽⁷⁾	Class A common stock	162,292	$0	162,292	D
Stock options (right to buy)	$2.52	03/31/2026		A⁽⁸⁾		90,656		⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	03/31/2036	Class A common stock	90,656	$0	90,656	D

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 50,216 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 195,772 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 162,292 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	04/02/2026
	** Signature of Reporting Person	Date
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)