OPAL Fuels Inc.·4

Apr 2, 4:49 PM ET

Maurer Jonathan Gilbert 4

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

Research Summary

AI-generated summary of this filing

Updated

OPAL Fuels CEO Jonathan Maurer Exercises/Settles Awards, Receives New RSUs & Options

What Happened

  • Jonathan Gilbert Maurer, CEO of OPAL Fuels Inc. (OPAL), had multiple equity events on March 31, 2026: the settlement/conversion of previously granted restricted stock units (RSUs/PRSUs) that produced 289,458 shares, of which the company withheld 104,349 shares to cover tax withholding (value $262,960 at $2.52/share). After withholding, Maurer received a net ~185,109 shares.
  • On the same date he was granted new equity awards: 405,729 RSUs (vest in three equal installments beginning March 31, 2027) and 226,640 stock options with an exercise price of $2.52 per share (also vesting in three equal installments beginning March 31, 2027). Several footnotes describe standard acceleration provisions on death, disability, termination without cause, or change in control.

Key Details

  • Transaction date: March 31, 2026; Form 4 filed April 2, 2026 (timely).
  • Vested/converted shares issued: 289,458 total.
  • Shares withheld for taxes (company-held): 104,349 shares valued at $2.52/share = $262,960.
  • Net new shares delivered to Maurer: ~185,109 shares.
  • New awards: 405,729 RSUs (F7) and 226,640 options at $2.52 exercise price (F9); both have multi-year vesting schedules (2027–2029).
  • Notable footnotes: F1/F2 = RSU settlement and tax withholding; F7–F9 = terms and vesting schedule of new RSUs/options; F10–F12 = acceleration provisions on certain terminations or death.
  • Shares owned after transaction: not specified in the provided excerpt of the filing.

Context

  • These transactions are primarily the scheduled settlement of vested RSUs/PRSUs (not open-market sales). The company withheld shares to satisfy tax obligations (code F = tax withholding), which is routine and not the same as an insider selling shares on the market.
  • The grants (A) and option awards (M/F9) are new compensatory awards that vest over the next three years; the option exercise price equals the VWAP for the five trading days before March 31, 2026 ($2.52).

Insider Transaction Report

Form 4
Period: 2026-03-31
Maurer Jonathan Gilbert
Co-Chief Executive Officer
Transactions
  • Exercise/Conversion

    Class A common stock

    [F1]
    2026-03-31+35,868212,584 total
  • Tax Payment

    Class A common stock

    [F2]
    2026-03-31$2.52/sh12,930$32,584199,654 total
  • Exercise/Conversion

    Class A common stock

    [F1]
    2026-03-31+67,204266,858 total
  • Tax Payment

    Class A common stock

    [F2]
    2026-03-31$2.52/sh24,227$61,052242,631 total
  • Exercise/Conversion

    Class A common stock

    [F1]
    2026-03-31+163,143405,774 total
  • Tax Payment

    Class A common stock

    [F2]
    2026-03-31$2.52/sh58,813$148,209346,961 total
  • Exercise/Conversion

    Class A common stock

    [F1]
    2026-03-31+23,243370,204 total
  • Tax Payment

    Class A common stock

    [F2]
    2026-03-31$2.52/sh8,379$21,115361,825 total
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F3]
    2026-03-3135,8680 total
    Class A common stock (35,868 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F4]
    2026-03-3167,20467,204 total
    Class A common stock (67,204 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F5]
    2026-03-31163,143326,286 total
    Class A common stock (163,143 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F6]
    2026-03-3123,2430 total
    Class A common stock (23,243 underlying)
  • Award

    Restricted Stock Units

    [F7]
    2026-03-31+405,729405,729 total
    Class A common stock (405,729 underlying)
  • Award

    Stock options (right to buy)

    [F8][F9][F10][F11][F12]
    2026-03-31+226,640226,640 total
    Exercise: $2.52Exp: 2036-03-31Class A common stock (226,640 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 107,605 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 201,613 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 489,429 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 405,729 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_1775162945.xmlPrimary

    FORM 4