UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 2228, 2025

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OPAL Fuels Inc.

(Exact name of registrant as specified in its charter)

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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)

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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 75.0102. ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 22 28, 2025, ~~OPAL~~the ~~Fuels~~board ~~Inc.~~of directors (the “~~Company~~Board”) ~~issued~~of aOPAL ~~press~~Fuels ~~release~~Inc. ~~announcing~~(the ~~that~~“Company”) itappointed ~~will~~Mr. ~~report~~Scott ~~its~~M. ~~earnings~~Sutton ~~results~~to ~~for~~ the ~~three~~Board and ~~nine~~to ~~months~~the ~~ended~~Compensation ~~September~~Committee ~~30,~~of ~~2025,~~the ~~after market close on Thursday~~Board, ~~November~~effective 6,as ~~2025.~~of ~~A conference call will take place on Friday,~~ November 71, 2025 ~~at 11:00 a~~.m. ~~Eastern Time. A copy of the press release is attached hereto as Exhibit 99.1.~~

~~The~~Mr. ~~information~~Sutton, ~~disclosed~~age ~~under~~60, ~~this~~is ~~Item~~a 7seasoned executive with more than 30 years of leadership in the chemicals industry.01 Since March 2025, ~~including~~Mr. Sutton has served as a member of the ~~exhibit,~~board isof ~~being~~directors ~~”furnished”~~of ~~and~~Celanese ~~shall~~Corporation ~~not~~(NYSE: beCE) ~~deemed~~and ~~“filed”~~serves ~~for~~as ~~purposes~~Co-Chairman of ~~Section~~its 18Finance and Business Review Committee. He served as a member of the ~~Securities~~board ~~Exchange~~of ~~Act~~directors of ~~1934~~Olin Corporation (NYSE: OLN) from 2018 to 2024, and as ~~amended~~Chairman ~~(the~~of ~~”Exchange~~its ~~Act”),~~board orof ~~otherwise~~directors ~~subject~~from 2021 to 2024. He also served as a member of the ~~liabilities~~board of ~~such~~directors ~~section,~~of ~~nor~~Prince ~~shall~~International itCorporation befrom ~~deemed~~2019 ~~incorporated~~to by2020. ~~reference~~Mr. inSutton ~~any~~was ~~filing~~President ~~under~~and ~~the~~Chief ~~Securities~~Executive ~~Act~~Officer of ~~1933,~~Olin asCorporation ~~amended,~~from or2020 ~~the~~to ~~Exchange~~2024 ~~Act,~~and ~~except~~President asand ~~expressly~~Chief ~~set~~Executive ~~forth~~Officer byof ~~specific~~Prince ~~reference~~International inCorporation ~~such~~from a2019 ~~filing~~to 2020. ByPrior ~~filing~~to ~~this~~Prince ~~Current~~International, ~~Report~~he onserved ~~Form~~in ~~8-K~~a ~~and~~number ~~furnishing~~of ~~this~~senior ~~information~~executive roles at Celanese Corporation. Prior to this, Mr. Sutton served as the ~~Company~~President ~~makes~~and noGeneral ~~statement~~Manager orof ~~admission~~Chemtura asAgroSolutions from 2011 to 2013; as the ~~materiality~~Business Manager of ~~any~~Landmark ~~information~~from 2008 to 2011; and in ~~this~~various ~~Item~~management 7roles at Albemarle Corporation (NYSE: ALB) from 1990 to 2008.01 orMr. ~~the~~Sutton ~~exhibit~~began ~~attached~~his ~~hereto~~career at Andersen Consulting as a Senior Consultant from 1987 to 1990.

~~This~~Mr. ~~Current~~Sutton ~~Report~~will onreceive ~~Form~~compensation ~~8-K,~~for ~~including~~his ~~the~~service ~~exhibit,~~as ~~contains~~a ~~forward~~non-~~looking~~employee ~~statements~~member ~~within the meaning~~ of the ~~federal~~Board ~~securities laws. These forward looking statements are based on current expectations~~ and ~~are not guarantees of future performance. Further,~~ the ~~forward-looking~~Compensation ~~statements~~Committee ~~are~~pursuant ~~subject~~ to the ~~limitations~~Company’s ~~listed~~director incompensation ~~Exhibit~~policy, ~~99.1~~which ~~and~~is described in the ~~other SEC reports of the~~ Company,’s ~~including~~Proxy ~~that~~Statement ~~actual~~filed ~~events~~with orthe ~~results~~Securities ~~may~~and ~~differ~~Exchange ~~materially~~Commission ~~from~~on ~~those~~April in25, ~~the forward-looking statements~~2025.

Because Mr. Sutton 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. Sutton will receive an award of $56,250 in restricted stock units of the Company, based on the closing share price of the Company’s common stock on November 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) November 1, 2025, the date on which Mr. Sutton will commence service and (2) March 31, 2026, and the denominator of which is 365. This award will cliff vest on November 1, 2026.

Mr. Sutton 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. Sutton and the Company that would require disclosure under Item 404(a) of Regulation S-K.


Item 7.01.			Regulation FD Disclosure.

On October 28, 2025, the Company issued a press release announcing the appointment of Mr. Sutton to the Board and Compensation Committee. 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, ~~issued by OPAL Fuels Inc.,~~ dated October 2228, 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: October 2728, 2025


OPAL Fuels Inc.

By:			/s/ Kazi Hasan
Name:			Kazi Hasan
Title:			Chief Financial Officer

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