OPAL Fuels Inc.·4

Apr 2, 4:41 PM ET

Unger David C 4

4 · OPAL Fuels Inc. · Filed Apr 2, 2026

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OPAL Fuels EVP David Unger Settles RSUs, Receives RSU & Option Grants

What Happened

  • David C. Unger, Executive Vice President of OPAL Fuels (OPAL), had restricted stock units (RSUs and PRSUs) vest and convert to 167,136 shares on March 31, 2026. The company withheld 60,251 of those shares to satisfy tax and payment obligations (sell‑to‑cover) at $2.52 per share (total withholding ≈ $151,832), leaving a net issuance of about 106,885 shares to Mr. Unger.
  • On the same date he was also granted 101,433 new RSUs (vests in three equal annual installments starting 3/31/2027) and received an award of 56,660 derivative units (recorded as a grant/option with an exercise price of $2.52 per share, vesting in three equal installments on 3/31/2027–3/31/2029 per the filing).

Key Details

  • Transaction date: March 31, 2026; Form 4 filed April 2, 2026 (timely within the two‑business‑day window).
  • RSUs/PRSUs settled (converted to shares): 167,136 total (80,703 + 23,522 + 57,100 + 5,811).
  • Shares withheld for taxes/payment (F): 60,251 shares at $2.52 = $151,832 total.
  • Net shares delivered to insider: ~106,885 (167,136 settled − 60,251 withheld).
  • New awards: 101,433 RSUs (vesting 2027–2029) and 56,660 derivative/option units (exercise price $2.52; vests 2027–2029).
  • Notable footnotes: F1/F2 describe RSU settlement and company withholding to satisfy tax obligations; F3–F6 explain the original grant schedules that produced the vested installments; F7/F9 describe the new RSU and option grants and their vesting/exercise terms.
  • Shares owned after the transaction: not specified in the provided excerpt of the filing.

Context

  • These transactions are primarily vesting and settlement of equity awards, not open‑market buys or discretionary sales by the insider. The M code indicates conversion/exercise of derivatives (here, RSU/PRSU settlements); the F code indicates shares withheld to pay taxes or exercise price (a routine "sell‑to‑cover"/withholding action).
  • The new RSU and option grants are standard compensation awards with multi‑year vesting; the option exercise price equals the VWAP for the five trading days before 3/31/2026 ($2.52).
  • No evidence in the filing of trading under a 10b5‑1 plan or of opportunistic open‑market selling beyond the withholding.

Insider Transaction Report

Form 4
Period: 2026-03-31
Unger David C
Executive Vice President
Transactions
  • Exercise/Conversion

    Class A common stock

    [F1]
    2026-03-31+80,703204,679 total
  • Tax Payment

    Class A common stock

    [F2]
    2026-03-31$2.52/sh29,093$73,314175,586 total
  • Exercise/Conversion

    Class A common stock

    [F1]
    2026-03-31+23,522199,108 total
  • Tax Payment

    Class A common stock

    [F2]
    2026-03-31$2.52/sh8,479$21,367190,629 total
  • Exercise/Conversion

    Class A common stock

    [F1]
    2026-03-31+57,100247,729 total
  • Tax Payment

    Class A common stock

    [F2]
    2026-03-31$2.52/sh20,584$51,872227,145 total
  • Exercise/Conversion

    Class A common stock

    [F1]
    2026-03-31+5,811232,956 total
  • Tax Payment

    Class A common stock

    [F2]
    2026-03-31$2.52/sh2,095$5,279230,861 total
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F3]
    2026-03-3180,7030 total
    Class A common stock (80,703 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F4]
    2026-03-3123,52223,522 total
    Class A common stock (23,522 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F5]
    2026-03-3157,100114,200 total
    Class A common stock (57,100 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F6]
    2026-03-315,8110 total
    Class A common stock (5,811 underlying)
  • Award

    Restricted Stock Units

    [F7]
    2026-03-31+101,433101,433 total
    Class A common stock (101,433 underlying)
  • Award

    Stock options (right to buy)

    [F8][F9][F10][F11][F12]
    2026-03-31+56,66056,660 total
    Exercise: $2.52Exp: 2036-03-31Class A common stock (56,660 underlying)
Footnotes (12)
  • [F1]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.
  • [F10]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.
  • [F11]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.
  • [F12]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.
  • [F2]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.
  • [F3]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.
  • [F4]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.
  • [F5]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.
  • [F6]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.
  • [F7]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.
  • [F8]Granted pursuant to the Issuer's 2022 Omnibus Equity Incentive Plan (the "Plan").
  • [F9]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.
Signature
/s/ John Coghlin as Attorney-in-Fact|2026-04-02

Documents

1 file
  • 4
    wk-form4_1775162484.xmlPrimary

    FORM 4