SCHEDULE 13D/A: OPAL Fuels Major Shareholder Converts 50 Million Class D Shares to Class B

OPAL HoldCo LLC, a significant shareholder in OPAL Fuels Inc., has converted 50 million shares of Class D common stock into Class B common stock, as disclosed in a recent SEC Schedule 13D amendment.

Summary

• This filing is Amendment No. 2 to the Schedule 13D originally filed on July 29, 2022, by Mark Comora, OPAL HoldCo LLC, Hillman RNG Investments, LLC, and Fortistar LLC (collectively, the "Reporting Persons").
• The primary purpose of this amendment is to report the exchange by OPAL HoldCo LLC of 50,000,000 shares of Class D common stock into an equal number of Class B common stock.
• According to the Issuer's Certificate of Incorporation, each share of Class D common stock is convertible into one share of Class B common stock at the option of the holder, without any conversion price.
• As of April 22, 2025, Mark Comora beneficially owns an aggregate of 145,336,349 shares, representing 84.2% of the class.
• OPAL HoldCo LLC beneficially owns 142,377,450 shares, representing 82.5% of the class, consisting of 121,500,000 Class B shares and 20,877,450 Class D shares after the conversion.
• Hillman RNG Investments, LLC beneficially owns 2,021,587 shares of Class D common stock, representing 1.2% of the class.
• Fortistar LLC beneficially owns 145,279,637 shares, representing 84.2% of the class, which includes shares held by OPAL HoldCo LLC and Hillman RNG Investments, LLC.
• The total outstanding shares as of April 22, 2025, are 28,835,811 Class A common stock, 121,500,000 Class B common stock, and 22,899,037 Class D common stock.

Sentiment

Score: 5

Explanation: The document is a neutral, factual report of a share class conversion by a major shareholder, based on pre-existing rights. It does not contain information that would inherently suggest a positive or negative sentiment regarding the company's performance or outlook.

Future Outlook

No forward-looking statements or guidance are provided in this document.

Industry Context

This filing is a routine update on beneficial ownership and a share class conversion for a specific company, OPAL Fuels Inc., and does not provide broader industry trends or context.

Related Party Transactions

• OPAL HoldCo LLC, a reporting person and significant shareholder, converted 50,000,000 shares of Class D common stock into Class B common stock, exercising a right granted by the Issuer's Certificate of Incorporation. This constitutes a transaction between a related party and the Issuer.

Stakeholder Impact

• Shareholders: The conversion primarily affects the class of shares held by a major shareholder (OPAL HoldCo LLC) but does not change the overall beneficial ownership percentage of the reporting group. It may slightly alter the composition of outstanding share classes.
• Employees, Customers, Suppliers, Creditors: No direct or immediate impact on these stakeholders is indicated by this ownership update.

Key Dates

Keywords

OPAL Fuels Inc., Schedule 13D, beneficial ownership, common stock, Class A common stock, Class B common stock, Class D common stock, share conversion, Fortistar LLC, OPAL HoldCo LLC, Hillman RNG Investments LLC, Mark Comora