What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-14 compared with 2024-02-16 · 347 added, 272 removed, 1106 unchanged (36% of the section changed)

Financial Statements and Supplementary Data

Hannon Armstrong Sustainable Infrastructure Capital, Inc., Consolidated Financial Statements, For the Years Ended December 31, 2023, 2022 and 2021

HA Sustainable Infrastructure Capital, Inc., Consolidated Financial Statements, For the Years Ended December 31, 2024, 2023 and 2022

Report of Independent Registered Public Accounting Firm (PCAOB ID:

7 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

Hannon Armstrong Sustainable Infrastructure Capital, Inc.

To the Stockholders and the Board of Directors of HA Sustainable Infrastructure Capital, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Hannon Armstrong Sustainable Infrastructure Capital, Inc.

We have audited the accompanying consolidated balance sheets of HA Sustainable Infrastructure Capital, Inc.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

17 unchanged sentences

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Accounting for Equity Investments in Climate Solutions Projects

Description of the Matter As discussed in Note 2 to the consolidated financial statements, the Company makes investments in climate solutions projects that are accounted for under the equity method of accounting.

As of December 31, 2023, the Company held $2.97 billion of equity investments in climate solutions projects as of December 31, 2023.

Accounting for Equity Investments

Description of the Matter As discussed in Note 2 to the consolidated financial statements, the Company makes investments that are accounted for under the equity method of accounting.

As of December 31, 2024, the Company held $3.61 billion of equity investments.

The Company’s determination that it does not have the power to direct the significant activities impacting each of the investees’ economic performance (“power”) is critical to its determination that it is not the primary beneficiary of the investee.

14 unchanged sentences

We also tested the rights of each party included in management’s analysis by comparing such rights to the LLC Agreements.

We tested the Company’s application of the HLBV method for a sample of both new and existing investments.

We tested the Company’s application of the HLBV method for a sample of investments.

Our audit procedures included, among others, involving tax professionals to assist in evaluating the Company’s application of the liquidation provisions within the LLC Agreements.

8 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

Hannon Armstrong Sustainable Infrastructure Capital, Inc.

To the Stockholders and the Board of Directors of HA Sustainable Infrastructure Capital, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Hannon Armstrong Sustainable Infrastructure Capital, Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Hannon Armstrong Sustainable Infrastructure Capital, Inc.

We have audited HA Sustainable Infrastructure Capital, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, HA Sustainable Infrastructure Capital, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

19 unchanged sentences

February 14, 2025

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

CONSOLIDATED BALANCE SHEETS

3 unchanged sentences

Equity method investments 3,612,394 2,966,305

Commercial receivables, net of allowance of $ 50 million and $ 41 million, respectively

Receivables, net of allowance of $ 50 million and $ 50 million, respectively

2,895,837 3,073,855

Government receivables 90,685 102,511

Receivables held-for-sale

27 unchanged sentences

See accompanying notes.

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

26 unchanged sentences

See accompanying notes.

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

12 unchanged sentences

See accompanying notes.

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

31 unchanged sentences

Issuance (repurchase) of vested equity-based compensation shares 69 1 ( 1,490 ) — — — ( 1,489 )

Other 286 3 7,756 — — ( 85 ) 7,674

Conversion of convertible notes

— — 2 — — — 2

Purchase of capped calls

— — ( 37,835 ) — — — ( 37,835 )

Dividends and distributions — — — ( 166,898 ) — ( 3,325 ) ( 170,223 )

7 unchanged sentences

Issuance (repurchase) of vested equity-based compensation shares 27 — ( 530 ) — — — ( 530 )

Conversion of convertible notes — — 2 — — — 2

Purchase of capped calls

10 — 1,774 — — ( 403 ) 1,371

3 unchanged sentences

See accompanying notes.

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

10 unchanged sentences

Equity method investments ( 179,747 ) ( 108,025 ) 16,403

Non-cash gain on securitization ( 43,542 ) ( 28,614 ) ( 48,332 )

Non-cash gain on sale or securitization

( 70,685 ) ( 43,542 ) ( 28,614 )

(Gain) loss on sale of assets

2 unchanged sentences

Loss on debt extinguishment — — —

Changes in accounts payable and accrued expenses 48,485 18,176 11,313

Changes in accounts payable, accrued expenses and other

101,410 48,485 18,176

Change in accrued interest on receivables and investments ( 78,639 ) ( 44,105 ) ( 15,414 )

Cash received (paid) upon hedge settlement

Other ( 10,704 ) ( 3,027 ) ( 17,638 )

14 unchanged sentences

Collateral received from hedge counterparties

27,570 84,950 —

Funding of escrow accounts — — ( 5,476 )

7 unchanged sentences

Principal payments on credit facilities ( 1,696,792 ) ( 827,000 ) ( 150,000 )

Proceeds from issuance of commercial paper notes 30,000 — 50,000

Principal payments on commercial paper notes — ( 50,000 ) —

Proceeds from (repayment of) commercial paper notes

70,000 30,000 ( 50,000 )

Proceeds from issuance of non-recourse debt 94,000 — 32,923

16 unchanged sentences

Collateral received from hedge counterparties

199,300 176,050 —

Other ( 969 ) ( 3,268 ) ( 9,820 )

6 unchanged sentences

Residual assets retained from securitization transactions $ 43,329 $ 35,483 $ 28,614

Equity method investments received upon deconsolidation of a special purpose entity 144,603 — —

Right-of-use asset obtained in exchange for lease liability — — 4,628

Equity method investments retained from securitization and deconsolidation transactions

32,564 144,603 —

Issuance of common stock from conversion of convertible notes — — 7,674

Equity method investments retained from sale of assets to co-investment structure

Deconsolidation of non-recourse debt and other liabilities 51,233 257,746 —

Deconsolidation of assets pledged for non-recourse debt 51,761 374,608 —

Assumption of deferred financing obligation

See accompanying notes.

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Hannon Armstrong Sustainable Infrastructure Capital, Inc.

(the “Company”) actively partners with clients to deploy real assets that facilitate the energy transition.

Our investments take various forms, including equity, joint ventures, real estate ownership, lending and other financing transactions.

HA Sustainable Infrastructure Capital, Inc., formerly known as Hannon Armstrong Sustainable Infrastructure Capital, Inc.

prior to July 2, 2024 (the “Company”), actively partners with clients to deploy real assets that facilitate the energy transition.

Our investments take various forms, including equity, joint ventures, land ownership, lending and other financing transactions.

We generate net investment income from our portfolio, and fees through gain-on sale securitization transactions, asset management and servicing, broker/dealer and other services.

2 unchanged sentences

• equity investments in either preferred or common structures in unconsolidated entities;

• commercial and government receivables;

• real estate;

• investments in debt securities.

We finance our business through cash on hand, non-recourse debt, recourse debt, convertible securities, or equity issuances and may also decide to finance such transactions through the use of off-balance sheet securitization structures.

• receivables;

• debt securities.

We finance our business through cash on hand, recourse and non-recourse debt, convertible securities, or equity issuances and may also decide to finance such transactions through the use of off-balance sheet securitization or syndication structures.

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “HASI.” We intend to continue to operate our business in a manner that will maintain our exemption from registration as an investment company under the Investment Company Act of 1940 (the “1940 Act”), as amended.

We operate our business through, and serve as the sole general partner of, our operating partnership subsidiary, Hannon Armstrong Sustainable Infrastructure, L.P., (the “Operating Partnership”), which was formed to acquire and directly or indirectly own our assets.

We operate our business through, and along with two of our wholly owned subsidiaries serve as the general partners of, our operating partnership subsidiary, Hannon Armstrong Sustainable Infrastructure, L.P., (the “Operating Partnership”), which was formed to acquire and directly or indirectly own our assets.

Transition to Taxable C Corporation

As a result of expanding opportunities in non-qualifying assets, effective January 1, 2024, we have elected to revoke our real estate investment trust (“REIT”) election, and will be taxed as a C Corporation beginning in tax year 2024.

As a result of expanding opportunities in non-qualifying assets, effective January 1, 2024, we have revoked our real estate investment trust (“REIT”) election and are taxed as a C Corporation beginning in tax year 2024.

Commencing with the taxable year ended December 31, 2024, all of the Company’s taxable income is subject to U.S.

28 unchanged sentences

We share in the cash flows, income, and tax attributes according to a negotiated schedule which typically does not correspond with our ownership percentages.

Investors, if any, in a preferred return position typically receive a priority distribution of all or a portion of the project’s cash flows, and in some cases, tax attributes.

Investors in a preferred return position, if any, typically receive a priority distribution of all or a portion of the project’s cash flows, and in some cases, tax attributes.

Once the preferred return, if applicable, is achieved, the partnership “flips” and common equity investors, often the operator of the project, receive a larger portion of the cash flows, with the previously preferred investors retaining an on-going residual interest.

Our equity investments in climate solutions projects are accounted for under the equity method of accounting.

Under the equity method of accounting, the carrying value of these equity method investments is determined based on amounts we invested, adjusted for the equity in earnings or losses of the investee allocated based on the LLC agreement, less distributions received.

For the LLC agreements that contain preferences with regard to cash flows from operations, capital events and liquidation, we reflect our share of profits and losses by determining the difference between our claim on the investee’s reported book value at the beginning and the end of the period, which is adjusted for distributions received and contributions made.

Under the equity method of accounting, the carrying value of these equity method investments is determined based on amounts we invested, adjusted for earnings or losses of the investee allocated to us based on the LLC agreement, less distributions received.

We generally conclude that investments where the LLC agreements contain preferences with regard to cash flows from operations, capital events or liquidation are considered substantive profit sharing arrangements, so we accordingly reflect our share of profits and losses by determining the difference between our claim on the investee’s reported book value at the beginning and the end of the period, which is adjusted for distributions received and contributions made during the period.

This claim is calculated as the amount we would receive if the investee were to liquidate all of its assets at the recorded amounts determined in accordance with GAAP and distribute the resulting cash to creditors and investors in accordance with their respective priorities.

4 unchanged sentences

Our initial investment and additional cash distributions beyond the amounts that are classified as operating activities are classified as investing activities in our consolidated statements of cash flows.

We typically recognize earnings one quarter in arrears for certain of these investments to allow for the receipt of financial information.

We evaluate on a quarterly basis whether the current carrying value of our investments accounted for using the equity method have an other than temporary impairment (“OTTI”).

We typically recognize earnings one quarter in arrears for these investments to allow for the receipt of financial information.

Our proportionate share of any revenue earned from equity method investees is eliminated through the income (loss) from equity method investment line of our income statement.

We evaluate quarterly whether the current carrying value of our investments accounted for using the equity method have an other than temporary impairment (“OTTI”).

An OTTI occurs when the estimated fair value of an investment is below the carrying value and the difference is determined to not be recoverable in the near term.

7 unchanged sentences

and other factors.

Commercial and Government Receivables

Commercial and government receivables (“receivables”) include project loans and receivables.

These receivables are separately presented in our balance sheet to illustrate the differing nature of the credit risk related to these assets.

Receivables include project loans and receivables.

Unless otherwise noted, we generally have the ability and intent to hold our receivables for the foreseeable future and accordingly we classify them as held for investment.

17 unchanged sentences

For periods following the reasonable and supportable forecast period, we revert to historical information when developing assumptions used in our estimates.

In developing our forecasts, we consider a number of qualitative and quantitative factors in our assessment, which may include a project’s operating results, loan-to-value ratio, any cash reserves, the ability of expected cash from operations to cover the cash flow requirements currently and into the future, key terms of the transaction, the ability of the borrower to refinance the transaction, other credit support from the sponsor or guarantor and the project’s collateral value.

In developing our forecasts, we consider a number of qualitative and quantitative factors in our assessment, which may include a project’s operating results, loan-to-value ratio, any cash reserves held by the project, the ability of expected cash from operations to cover the cash flow requirements currently and into the future, key terms of the transaction, the ability of the borrower to refinance the transaction, other credit support from the sponsor or guarantor and the project’s collateral value.

In addition, we consider the overall economic environment, the climate solutions sector, the effect of local, industry, and broader economic factors such as unemployment rates and power prices, the impact of any variation in weather and the historical and anticipated trends in interest rates, defaults and loss severities for similar transactions.

For those assets where we record our allowance using a discounted cash flow method, we have elected to record the change in allowance due solely to the passage of time through the provision for loss on receivables in our income statement.

For assets where the obligor is a publicly rated entity, we consider the published historical performance of entities with similar ratings in developing our estimate of an allowance, making adjustments determined by management to be appropriate during the reasonable and supportable forecast period.

2 unchanged sentences

We charge off receivables against the allowance, if any, when we determine the unpaid principal balance is uncollectible, net of recovered amounts.

Any provision we record for an allowance is a non-cash reconciling item to cash from operating activities in our consolidated statements of cash flows.

8 unchanged sentences

When our real estate transactions are treated as an asset acquisition with an operating lease, we typically record our real estate purchases at cost, including acquisition and closing costs, which is allocated to each tangible and intangible asset acquired on a relative fair value basis.

The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land, building and tenant improvements, if any, based on the determination of the fair values of these assets.

The as-if-vacant fair value of a property is typically determined by management based on appraisals by a qualified appraiser.

In determining the fair value of the identified intangibles of an acquired property, above-market and below-market in-place lease values are valued based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases, and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease, including renewal periods reasonably certain of being exercised by the lessee.

The capitalized off-market lease values are amortized as an adjustment of rental income over the term used to value the intangible.

We also record, as appropriate, an intangible asset for in-place leases.

The value of the leases in place at the time of the transaction is equal to the potential income lost if the leases were not in place.

The amortization of this intangible occurs over the initial term unless management believes that it is reasonably certain that the tenant would exercise the renewal option, in which case the amortization would extend through the renewal period.

If a lease were to be terminated, all unamortized amounts relating to that lease would be written off.

Investments are debt securities that meet the criteria of ASC 320, Investments-Debt and Equity Securities .

We have designated our debt securities as available-for-sale and carry these securities at fair value on our balance sheet.

Unrealized gains and losses, to the extent not considered to be credit related, on available-for-sale debt securities are recorded as a component of accumulated other comprehensive income (“AOCI”) in equity on our balance sheet.

When a security is sold, we reclassify the AOCI to earnings based on specific identification.

Our initial investment and principal repayments of these investments are classified as investing activities and the interest collected is classified as operating activities in our consolidated statements of cash flows.

We evaluate our investments for impairment on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation.

Our impairment assessment is a subjective process requiring the use of judgments and assumptions.

Accordingly, we regularly evaluate the extent and impact of any credit deterioration associated with the financial and operating performance and value of the underlying project.

We consider several qualitative and quantitative factors in our assessment.

The primary factor in our assessment is the current fair value of the security, while other factors include changes in the credit rating, performance of the underlying project, key terms of the transaction, the value of any collateral and any support provided by the sponsor or guarantor.

To the extent that we have identified an impairment for a security, intend to hold the investment to maturity, and do not expect that we will be required to sell the security prior to recovery of the amortized cost basis, we will recognize only the credit component of the unrealized loss in earnings by recording an allowance against the amortized cost of the asset as required by Topic 326.

We determine the credit component using the difference between the security’s amortized cost basis and the present value of its expected future cash flows, discounted using the effective interest method or its estimated collateral value.

Any remaining unrealized loss due to factors other than credit is recorded in AOCI.

To the extent we hold investments with a fair value less than the amortized cost and we have made the decision to sell the security or it is more likely than not that we will be required to sell the security prior to recovery of its amortized cost basis, we recognize the entire portion of the impairment in earnings.

Premiums or discounts on investment securities are amortized or accreted into interest income using the effective interest method.

Securitization of Assets

7 unchanged sentences

Transfers of non-financial assets are accounted for under ASC 610-20, Gains and Losses from the Derecognition of Non-financial Assets , and those transfers are accounted for as sales when we have concluded that we have transferred control of the non-financial asset.

For transfers treated as sales under ASC 860, we have received true-sale-at-law and non-consolidation legal opinions for all of our securitization trust structures to support our conclusion regarding the transferred financial assets.

For transfers treated as sales under ASC 860, we have received true-sale-at-law and non-consolidation legal opinions to support our conclusion regarding the transferred financial assets.

When we sell financial assets in securitizations, we generally retain interests in the form of servicing rights and residual assets, which we refer to as securitization assets.

Gain or loss on the sale of assets is calculated based on the excess of the proceeds received from the securitization (less any transaction costs) plus any retained interests obtained over the cost basis of the assets sold.

Gain or loss on the sale of assets is calculated based on the excess of the proceeds received from the securitization (net of any transaction costs) plus any retained interests obtained over the cost basis of the assets sold.

For retained interests, we generally estimate fair value based on the present value of future expected cash flows using our best estimates of the key assumptions of anticipated losses, prepayment rates, and current market discount rates commensurate with the risks involved.

4 unchanged sentences

If the amortized cost of servicing assets is greater than the estimated fair value, we will recognize an impairment in net income.

We account for our other retained interests in securitized financial assets, the residual assets, similar to available-for-sale debt securities and carry at fair value with changes in fair value recorded in AOCI pursuant to ASC 325-40, Beneficial Interests in Securitized Financial Assets .

We account for our other retained interests in securitized financial assets, the residual assets, similar to available-for-sale debt securities and carry them at fair value with changes in fair value recorded in accumulated other comprehensive income (“AOCI”) pursuant to ASC 325-40, Beneficial Interests in Securitized Financial Assets .

Income related to the residual assets is recognized using the effective interest rate method and included in securitization income in our income statement.

15 unchanged sentences

Under ASC 815, issuers of certain convertible or exchangeable debt instruments are generally required to separately account for the conversion or exchange option of the debt instrument as either a derivative or equity, unless it meets the scope exemption for contracts indexed to, and settled in, an issuer’s own equity.

Since our conversion or exchange options are both

indexed to our equity and can only be settled in our common stock, we have met the scope exemption, and therefore, we are not separately accounting for the embedded conversion or exchange options.

Since our conversion or exchange options are both indexed to our equity and can be settled in our common stock at our option, we have met the scope exemption, and therefore, we do not separately account for the embedded conversion or exchange options.

The initial issuance and any principal repayments are classified as financing activities and interest payments are classified as operating activities in our consolidated statements of cash flows.

9 unchanged sentences

Derivatives are recorded at fair value.

If a derivative is designated as a cash flow hedge and meets the highly effective threshold, the change in the fair value of the derivative is recorded in AOCI, net of associated deferred income tax effects and is recognized in earnings at the same time as the hedged item.

Any amounts in AOCI are recognized in earnings along with the income tax effect at the same time as the hedged item, which is when interest expense is recognized.

For any derivative instruments not designated as hedging instruments, changes in fair value would be recognized in earnings in the period that the change occurs.

We assess, both at the inception of the hedge and on an ongoing basis, whether the derivatives designated as cash flow hedges are highly effective in offsetting the changes in cash flows of the hedged items.

We also assess on an ongoing basis whether the forecasted transactions remain probable, and discontinue hedge accounting if we conclude that they do not.

We do not hold derivatives for trading purposes.

2 unchanged sentences

When our collateral account with any particular counterparty is in an asset position, we include inflows and outflows related to those collateral postings within investing activities in our statement of cash flows.

The inflows and outflows related to instruments designated as cash flow hedges are included within our statement of cash flows in the same section as the hedge item, which is typically operating activities for our instruments which hedge interest rate risk exposures.

Interest rate derivative contracts contain a credit risk that counterparties may be unable to fulfill the terms of the agreement.

1 unchanged sentence

We have entered into certain capped call transactions to mitigate the economic dilution that may result from the conversion or exchange of certain of our Convertible Notes.

These transactions are freestanding equity-linked derivative instruments that qualify for the exemption for contracts indexed to, and settled in, an issuer’s own equity found in ASC 815, and accordingly the payment of the option premium was recorded as a reduction of Additional Paid-in-Capital within our Statement of Stockholders’ Equity.

These transactions are freestanding equity-linked derivative

instruments that qualify for the exemption for contracts indexed to, and settled in, an issuer’s own equity found in ASC 815, and accordingly the payment of the option premium was recorded as a reduction of Additional Paid-in-Capital within our Statement of Stockholders’ Equity.

We elected and qualified to be taxed as a REIT for U.S.

federal income tax purposes, commencing with our taxable year ended December 31, 2013 through our taxable year ended December 31, 2023.

We have revoked our REIT status effective January 1, 2024, and beginning in taxable year 2024 will be taxed as a C Corporation.

For tax years 2023 and prior, we had taxable REIT subsidiaries (“TRS”) that were taxed separately, and that were generally be subject to U.S.

federal, state, and local income taxes as well as taxes of foreign jurisdictions, if any.

We have revoked our REIT election effective January 1, 2024, and beginning in taxable year 2024 are taxed as a taxable C Corporation.

For tax years 2023 and prior, we had taxable REIT subsidiaries (“TRS”) that were taxed separately, and that were generally subject to U.S.

federal, state, and local income taxes.

To qualify as a REIT, we were required to meet on an ongoing basis several organizational and operational requirements, including a requirement that we distribute at least 90% of our REIT’s net taxable income before dividends paid, excluding capital gains, to our stockholders each year.

3 unchanged sentences

federal and state income tax at the applicable corporate tax rate, and dividends paid to stockholders are no longer tax deductible.

We account for income taxes under ASC 740, Income Taxes (“ASC 740”) for tax years 2024 and later, and for our TRS for tax years 2023 and earlier, using the asset and liability method.

We account for income taxes under ASC 740, Income Taxes (“ASC 740”) using the asset and liability method.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

1 unchanged sentence

The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted.

evaluate any deferred tax assets for valuation allowances based on an assessment of available evidence including sources of taxable income, prior years taxable income, any existing taxable temporary differences and our future investment and business plans that may give rise to taxable income.

We evaluate any deferred tax assets for valuation allowances based on an assessment of available evidence including sources of taxable income, prior years taxable income, any existing taxable temporary differences and our future investment and business plans that may give rise to taxable income.

We treat any tax credits we receive from our equity investments in renewable energy projects as reductions of federal income taxes of the year in which the credit arises.

Any deferred tax impacts resulting from transfers of assets to or from our TRS were recorded as an adjustment to additional paid-in capital, as it is a transfer amongst entities under common control.

We apply ASC 740 with respect to how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements.

5 unchanged sentences

From time to time, we may grant equity or equity-based awards as compensation to our independent directors, employees, advisors, consultants and other personnel.

Certain awards earned under each plan are based on achieving various performance targets, which are generally earned between 0 % and 200 % of the initial target, depending on the extent to which the performance target is met.

In addition to performance targets, income or gain must be allocated by our Operating Partnership to certain LTIP Units issued by our Operating Partnership so that the capital accounts of such units are equalized with the capital accounts of other holders of OP units before parity is reached and LTIP Units can be converted to limited partnership units.

Certain awards earned under each plan are based on achieving various performance or market targets, which are generally earned between 0 % and 200 % of the initial target, depending on the extent to which the performance or market target is met.

In addition to performance or market targets, income or gain must be allocated by our Operating Partnership to certain LTIP Units issued by our Operating Partnership so that the capital accounts of such units are equalized with the capital accounts of other holders of OP units before parity is reached and LTIP Units can be converted to limited partnership units.

We record compensation expense for grants made in accordance with ASC 718, Compensation—Stock Compensation .

8 unchanged sentences

We have a retirement policy that provides for full vesting at retirement of any time-based awards that were granted prior to the date of retirement and permits the vesting of performance-based awards that were granted prior to the date of retirement according to the original vesting schedule of the award, subject to the achievement of the applicable performance measures and without the requirement for continued employment.

Employees are eligible for the retirement policy upon meeting age and years of service criteria.

Employees are eligible for the retirement policy upon meeting age and

years of service criteria.

We record compensation expense for unvested grants through the date in which an employee meets the retirement criteria.

7 unchanged sentences

When unvested grants are dilutive, the earnings allocated to these dilutive unvested grants are not deducted from the net income attributable to controlling stockholders when calculating diluted earnings per share.

weighted average shares of potential common stock over the period issuable upon conversion or exchange of the note.

The Convertible Notes are included if they are dilutive using the if-converted method, which removes interest expense related to the Convertible Notes from the net income attributable to controlling stockholders and includes the weighted average shares of potential common stock over the period issuable upon conversion or exchange of the note.

No adjustment is made for shares of potential common stock that are anti-dilutive during a period.

1 unchanged sentence

Segment Reporting

We manage our business as a single portfolio and report all of our activities as one business segment.

We manage our business as a single portfolio which we originate from a single pipeline, and accordingly we report all of our activities as one reportable segment.

Our single reportable segment generates net investment and equity method investment income through investments in climate solutions projects, as well as revenue through the gain on sale of assets and recurring asset management fees.

The consolidated financial statements presented herein reflect the activities of our single reportable segment, and the accounting policies of our single reportable segment are those found here in this Note 2.

Our chief operating decision maker (“CODM”) is our chief executive officer.

The CODM assesses performance for this segment and decides how to allocate resources based in part on net income as recorded in our income statement.

Included in this metric are the significant segment expenses reviewed by the CODM, which include interest expense, compensation and benefits, and general and administrative, each of which is reported in our income statement.

We do not have material intra-company sales or transfers.

In evaluating segment assets, the CODM uses receivables, equity method investments, real estate, and investments as reported on our balance sheet, which together we refer to as our Portfolio.

Amounts invested in such assets can be found in our statement of cash flows.

Segment asset amounts are used by the CODM when evaluating the return on investment on our Portfolio.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

2023-07 amended the existing segment reporting requirements by requiring disclosure of the significant segment expenses based on how management internally views segment information and by allowing the disclosure of more than one measure of segment profit or loss, as well as by expanding the interim period segment requirements.

The ASU also requires single-reportable segment entities to report the disclosures required under ASC Topic 280, Segment Reporting .

2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Upon adoption of ASU No.

2023-07, we will provide the disclosures required by ASC Topic 280, Segment Reporting.

Other accounting standards updates issued before February 16, 2024, and effective after December 31, 2023, are not expected to have a material effect on our consolidated financial statements and related disclosures.

Accounting standards updates issued before February 14, 2025, and effective after December 31, 2024, are not expected to have a material effect on our consolidated financial statements and related disclosures.

There were no accounting standards that became effective in the year ended December 31, 2024 that had a material effect on our consolidated financial statements and related disclosures.

10 unchanged sentences

• Level 3—Unobservable inputs are used when little or no market data is available.

The tables below illustrate the estimated fair value of our financial instruments on our balance sheet.

Unless otherwise discussed below, fair value for our Level 2 and Level 3 measurements is measured using a discounted cash flow model, contractual terms and inputs which consist of base interest rates and spreads over base rates which are based upon market observation and recent comparable transactions.

The tables below state the estimated fair value of our financial instruments on our balance sheet.

Unless otherwise discussed below, fair values for our Level 2 and Level 3 measurements are measured using a discounted cash flow model, contractual terms and inputs which consist of base interest rates and spreads over base rates which are based upon market observation and recent comparable transactions.

An increase in these inputs would result in a lower fair value and a decline would result in a higher fair value.

4 unchanged sentences

(in millions)

Commercial receivables $ 2,647 $ 2,983 Level 3

Government receivables 86 91 Level 3

$ 2,700 $ 2,896 Level 3

Receivables held-for-sale 79 76 Level 3

19 unchanged sentences

(2) Included in securitization assets on the consolidated balance sheet.

The amortized cost of our securitization residual assets as of December 31, 2023, was $ 258 million.

The amortized cost of our securitization residual assets net of allowance for credit losses as of December 31, 2024, was $ 301 million.

A 5% adverse change in discount rates would decrease the fair value of these assets by $ 12 million, and a 10% adverse change would decrease the fair value by $ 23 million.

(3) Fair value and carrying value exclude unamortized financing costs.

2 unchanged sentences

(in millions)

Commercial receivables $ 1,859 $ 1,887 Level 3

Government receivables 96 103 Level 3

$ 2,733 $ 3,074 Level 3

Receivables held-for-sale 36 35 Level 3

Investments (1)

10 10 Level 3

Securitization residual assets (2)

219 219 Level 3

Derivative assets

10 10 Level 2

Liabilities (3)

5 unchanged sentences

Convertible notes:

2023 Convertible Senior Notes 137 143 Level 2

2025 Convertible Senior Notes 185 206 Level 2

2025 Exchangeable Senior Notes

202 211 Level 2

2028 Exchangeable Senior Notes

481 408 Level 2

Total Convertible Notes 683 619 Level 2

Derivative liabilities

(1) The amortized cost of our investments as of December 31, 2023, was $ 8 million.

(2) Included in securitization assets on the consolidated balance sheet.

The amortized cost of our securitization residual assets as of December 31, 2022, was $ 224 million.

The amortized cost of our securitization residual assets net of allowance for credit losses as of December 31, 2023, was $ 258 million.

A 5% adverse change in discount rates would decrease the fair value of these assets by $ 10 million, and a 10% adverse change would decrease the fair value by $ 18 million.

(3) Fair value and carrying value exclude unamortized financing costs.

7 unchanged sentences

Collections of securitization residual assets ( 14 ) ( 17 )

Sales of securitization residual assets — —

Unrealized gains (losses) on securitization residual assets recorded in OCI ( 16 ) 11

1 unchanged sentence

Balance, end of period $ 249 $ 219

The following table illustrates our securitization residual assets in an unrealized loss position:

We had the following securitization residual assets in an unrealized loss position:

Estimated Fair Value Unrealized Losses (1)

6 unchanged sentences

We have the intent and ability to hold these investments until a recovery of fair value.

In determining the fair value of our securitization residual assets, as of December 31, 2023 and 2022, we used a market-based risk-free rate and added a range of interest rate spreads based upon recent transactions of approximately 1 % to 6 %.

In determining the fair value of our securitization residual assets, as of December 31, 2024 and 2023, we used a market-based risk-free rate and added a range of interest rate spreads of approximately 1 % to 6 % based upon transactions involving similar assets.

The weighted average discount rate used to determine the fair value of our securitization residual assets as of December 31, 2024 and 2023 was 7.3 % and 6.6 %, respectively.

3 unchanged sentences

We may use third party valuation firms to assist us with developing our estimates of fair value.

In 2023, we deconsolidated a special purpose entity and its associated assets and non-recourse debt, and retained a residual interest in the special purpose entity in the form of an equity method investment.

We describe how we determined the fair value of our retained investment in Note 5.

Concentration of Credit Risk

Commercial and government receivables, real estate leases, and debt investments consist primarily of receivables from various projects, U.S.

Receivables, real estate leases, and debt investments consist primarily of receivables from various projects, U.S.

federal government-backed receivables, and investment grade state and local government receivables and do not, in our view, represent a significant concentration of credit risk given the large number of diverse offtakers and other obligors of the projects.

11 unchanged sentences

The outstanding OP units not held by us represent approximately 1 % of our outstanding OP units and are redeemable by the limited partners for cash, or at our option, for a like number of shares of our common stock.

No OP units were exchanged by non-controlling interest holders during the years ended December 31, 2023, and 2,777 OP units were exchanged for the same number of shares in December 31, 2022.

Non-controlling interest holders redeemed 10,000 OP units during the year ended December 31, 2024, and no OP units were exchanged during the year ended December 31, 2023.

We have also granted to members of our leadership team and directors LTIP Units pursuant to our equity incentive plans.

2 unchanged sentences

However, the amended and restated agreement of limited partnership of the Operating Partnership (the “OP Agreement”) provides that “book gains,” or economic appreciation, in the Operating Partnership will be allocated first to the LTIP Units until the capital account per LTIP Units is equal to the capital account per-unit of the OP units.

Under the terms of the OP Agreement, the Operating Partnership will revalue its assets upon the occurrence of certain specified events, and any increase in valuation from the time of grant until such event will be allocated first to the holders of LTIP Units to equalize the capital accounts of such holders with the capital accounts of OP unit holders.

Under the terms of the OP Agreement, the Operating Partnership will revalue its assets upon the occurrence of certain specified events, and any increase in valuation from the time of grant until such

event will be allocated first to the holders of LTIP Units to equalize the capital accounts of such holders with the capital accounts of OP unit holders.

Once this has occurred, the LTIP Units will achieve full parity with the OP units for all purposes, including with respect to liquidating distributions and redemption rights.

8 unchanged sentences

Proceeds from securitizations 1,152 628 557

Residual and servicing assets 219 117 210

Cash received from residual and servicing assets 20 20 20

6 unchanged sentences

In computing gains and losses on securitizations, we use discount rates based on a review of comparable market transactions including Level 3 unobservable inputs which consist of base interest rates and spreads over these base rates.

Depending on the nature of the transaction risks, the discount rate ranged from 5.6 % to 9.5 % during the year ended December 31, 2023.

As of December 31, 2023 and December 31, 2022, our managed assets totaled $ 12.3 billion and $ 9.8 billion, respectively, of which $ 6.1 billion and $ 5.5 billion, respectively, were securitized assets held in unconsolidated securitization trusts.

December 31, 2023 and December 31, 2022, these trusts held $ 5.6 billion and $ 5.3 billion, respectively, of notes due to investors.

There were no securitization credit losses in the years ended December 31, 2023, 2022, or 2021.

Depending on the nature of the transaction risks, the all-in discount rate ranged from 5.45 % to 8.34 % during the year ended December 31, 2024.

As of December 31, 2024 and December 31, 2023, our managed assets totaled $ 13.7 billion and $ 12.3 billion, respectively, of which $ 7.1 billion and $ 6.1 billion, respectively, were securitized assets held in unconsolidated securitization trusts or other investors’ portions of assets held in co-investment structures.

As of December 31, 2024 and December 31, 2023, the securitization trusts held $ 6.2 billion and $ 5.6 billion, respectively, of notes due to investors.

As of December 31, 2024, there were no material payments from debtors to the securitization trusts that were greater than 90 days past due.

19 unchanged sentences

Ending balance - December 31, 2024

We recognized a gain of approximately $ 19 million upon deconsolidation of certain land assets and the debt to which those assets were pledged, which is included in gain on of assets in our income statement.

The fair value of our retained interest, which we account for as an equity method investment as described in Note 6, was calculated consistently with how we calculate the value of our securitization residual assets described above.

Our Portfolio

As of December 31, 2024, our Portfolio included approximately $ 6.6 billion of equity method investments, receivables, real estate and investments on our balance sheet.

The equity method investments represent our non-controlling equity investments in climate solutions.

The equity method investments represent our non-controlling equity investments in climate solutions projects.

The receivables and investments are typically collateralized by contractually committed debt obligations of government entities or private high credit quality obligors and are often supported by additional forms of credit enhancement, including security interests and supplier guaranties.

32 unchanged sentences

(4) Receivable vintage refers to the period in which the relevant loan agreement is signed, and a given vintage may contain loan advances made in periods subsequent to the period in which the loan agreement was signed.

(5) Total reconciles to the total of the government receivables and commercial receivables lines of the consolidated balance sheets

(5) Some of the individual projects included in portfolios that make up our equity method investments have government off-takers.

As they are part of large portfolios, they are not classified separately.

As of December 31, 2023 our allowance for loan losses was $ 50 million based on our expectation for credit losses over the lives of the receivables in our Portfolio.

During 2023, we recorded a provision for loss on receivables of $ 9 million primarily due to new loans and loan commitments.

During 2023, we entered into a variable rate revolving credit facility with an energy services company secured by projects in development, with a maximum principal amount of $ 300 million and that matures in 2026.

As of December 31, 2023, the outstanding balance of the facility was $ 277 million and the facility bore interest at a rate of 10.1 %.

As of December 31, 2024 our allowance for loan losses related to our receivables was $ 50 million based on our expectation for credit losses over the lives of the receivables in our Portfolio.

During 2024, we recorded a benefit for loss on receivables of less than $ 1 million, as the provision related to new loans and loan commitments was offset by a release in the reserves related to loans contributed to a co-investment structure.

Below is a summary of the carrying value, expected loan funding commitments, and allowance by type of receivable or “Portfolio Segment,” as defined by Topic 326, as of December 31, 2024 and 2023:

7 unchanged sentences

Total $ 2,946 $ 545 $ 50 $ 3,124 $ 423 $ 50

(1) As of December 31, 2023, this category of assets include $ 1.5 billion of mezzanine loans made on a non-recourse basis to special purpose subsidiaries of residential solar companies which hold residential solar assets where we rely on certain limited indemnities, warranties, and other obligations of the residential solar companies or their other subsidiaries.

(1) As of December 31, 2024, this category of assets includes $ 1.5 billion of mezzanine loans made on a non-recourse basis to bankruptcy-remote special purpose subsidiaries of residential solar companies which hold residential solar assets where we rely on certain limited indemnities, warranties, and other obligations of the residential solar companies or their other subsidiaries.

These residential solar assets typically contain back-up servicer provisions to allow for continuity of operations in the event the project sponsor is unable to fulfill its duties in that capacity.

See “Related Party Transactions” below for discussion of loans in this category made to special purpose entities that were previously sponsored by the SunPower Corporation.

Risk characteristics of our commercial receivables include a project’s operating risks, which include the impact of the overall economic environment, the climate solutions sector, the effect of local, industry, and broader economic factors, the impact of any variation in weather and trends in interest rates.

19 unchanged sentences

Ending balance - December 31, 2024

We have no receivables which are on non-accrual status.

We have no receivables on non-accrual status.

The following table provides a summary of our anticipated maturity dates of our receivables and the weighted average yield for each range of maturities as of December 31, 2024:

4 unchanged sentences

Weighted average yield by period 8.6 % 6.6 % 8.3 % 9.4 % 8.4 %

Our real estate is leased to renewable energy projects, typically under long-term triple net leases with expiration dates that range between the years 2033 and 2052 under the initial terms and 2047 and 2080 if all renewals are exercised.

In 2023, a majority of our land and related intangibles were deconsolidated, and we retain a residual interest in those assets in the form of equity method investments as discussed in Other Equity Method Investments below.

Our real estate is leased to renewable energy projects, typically under long-term triple net leases.

In 2024, we sold $ 100 million carrying value of land and related intangibles, and we retain a residual interest in those assets in the form of an equity method investment.

The components of our real estate portfolio as of December 31, 2024 and 2023, were as follows:

4 unchanged sentences

Real estate $ 3 $ 111

As of December 31, 2023, the future amortization expense of the intangible assets and the future minimum rental income payments under our land lease agreements are as follows:

Year Ending December 31, Future

Expense Minimum

(in millions)

2024 $ 1 $ 24

Thereafter 9 673

Total $ 14 $ 795

Equity Method Investments

4 unchanged sentences

Jupiter Equity Holdings, LLC $ 613

Lighthouse Partnerships (1)

Daggett Renewable HoldCo LLC

Lighthouse Renewable HoldCo 2 LLC

CarbonCount Holdings 1 LLC

Other equity method investments

Total equity method investments $ 3,612

(1) Represents the total of five equity investments in a portfolio of a renewable energy projects discussed below.

Jupiter Equity Holdings, LLC

1 unchanged sentence

Through December 31, 2024, we have made capital contributions to Jupiter of approximately $ 562 million related to these projects, reflecting final funding true-ups after all projects reached substantial completion.

Alongside the project sponsor and under terms outlined in the partnership agreement, we have made $ 10 million in loans to Jupiter for contract restructuring expenses and payments related to winter storm Uri.

In 2023, in order to increase both the near-term cash flows and expected lifetime return, we made an additional $ 58 million loan to the project to allow for the restructuring of certain power purchase agreements and tax equity arrangements, and also guaranteed, alongside the project sponsor, to fund the working capital needs of two of the underlying portfolio companies.

We anticipate the incremental investment to be accretive to our earnings per share.

Alongside the project sponsor and under terms outlined in the partnership agreement, we have made $ 94 million in loans to Jupiter for for both payments related to winter storm Uri as well as payments to allow for the restructuring of certain power purchase agreements and tax equity arrangements which we expect to increase both near-term cash flows and expected lifetime return.

Those loans are included in our Related Party Transactions disclosures below.

At agreement inception, the projects feature cash flows from fixed-price power purchase agreements and financial hedges with a weighted average contract life of 13 years, contracted with highly creditworthy off-takers and counterparties.

Jupiter is governed by an amended and restated limited liability company agreement, dated July 1, 2020, by and among Jupiter, one of our subsidiaries and a subsidiary of the project sponsor, which contains customary terms and conditions.

The projects feature cash flows from fixed-price power purchase agreements and financial hedges, contracted with highly creditworthy off-takers and counterparties.

Jupiter is governed by an amended and restated limited liability company agreement, dated July 1, 2020, by and among the members, one of our subsidiaries and a subsidiary of the project sponsor, which contains customary terms and conditions.

We own 100 % of the Class A Units in Jupiter corresponding to 49 % of the distributions from Jupiter subject to the preferences discussed below.

Most major decisions that may impact Jupiter, its subsidiaries or its assets, require the majority vote of a four person committee in which we and the project sponsor each have two representatives.

Most major decisions that may impact Jupiter, its subsidiaries or its assets, require the majority vote of a four person committee on which we and the project sponsor each have two representatives.

Through Jupiter, we will be entitled to preferred distributions until certain return targets are achieved.

Once these return targets are achieved, distributions will be allocated approximately 33 % to us and approximately 67 % to the sponsor.

As of July 1, 2023, we and the sponsor each have a right of first offer if the other party desires to transfer any of its equity ownership to a third party.

We and the sponsor each have a right of first offer if the other party desires to transfer any of its equity ownership to a third party.

We use the equity method of accounting to account for our preferred equity interest in Jupiter, and have elected to recognize earnings from this investment one quarter in arrears to allow for the receipt of financial information.

Lighthouse Renewables Portfolio

We have entered into certain agreements relating to the acquisition, ownership and management of preferred cash equity investments in five partnerships that expect to own cash equity interests in an approximately 1.6 gigawatt portfolio of onshore wind, utility-scale solar and solar-plus-storage projects (the “Renewables Portfolio”) developed and managed by the project sponsor.

We have made investments in the preferred cash equity interests of the Lighthouse Partnerships of approximately $ 800 million through December 31, 2023, and additional investments are expected to be made as the projects become commercially operational.

We expect to make additional capital contributions of $ 85 million related to the acquisition of new assets, with the final contribution being made in 2024.

Alongside the project sponsor and under terms outlined in the partnership agreement, we have made $ 17 million in working capital loans to the Lighthouse Partnerships primarily for payments related to winter storm Uri.

Daggett Renewable HoldCo LLC

We have preferred equity interests in Daggett Renewable HoldCo LLC (“Daggett”) which owns two utility-scale solar projects developed and managed by the project sponsor.

We have made investments in the preferred cash equity interests of Daggett of approximately $ 232 million through December 31, 2024, reflecting final funding true-ups after all projects reached substantial completion.

The Daggett projects feature contracted cash flows with a diversified group of predominately investment grade utility off-takers.

Daggett is governed by a limited liability company agreement between us and the sponsor serving as managing member and contain customary terms and conditions.

Most major decisions that may impact Daggett, its subsidiaries or its assets, require a unanimous vote of the representatives present at a meeting of a review committee in which a quorum is present.

The review committee is a four -person committee, which includes two of our representatives and two sponsor representatives.

Commencing on a certain date following the effective date of the applicable limited liability company agreement, we will be entitled to preferred distributions until certain return targets of each investment are achieved.

Subject to customary exceptions, no member can transfer any of its equity ownership in Daggett to a third party without approval of the review committee of Daggett.

We use the equity method of accounting to account for our preferred equity interests in Daggett, and have elected to recognize earnings from this investment one quarter in arrears to allow for the receipt of financial information.

Lighthouse Renewables HoldCo 2 LLC

We have a preferred equity investment in Lighthouse Renewables HoldCo 2 LLC (“Lighthouse 2”) which owns three onshore wind and utility-scale solar and solar-plus-storage projects, all developed and managed by the project sponsor.

We have made investments in the preferred cash equity interests of Lighthouse 2 of approximately $ 420 million through December 31, 2024.

Alongside the project sponsor and under terms outlined in the partnership agreement, we have made $ 18 million in working capital loans to the Lighthouse 2 primarily for payments related to winter storm Uri.

Those working capital loans are included in our Related Party Transactions disclosures below.

At agreement inception, the Renewables Portfolio had contracted cash flows with a combined weighted average contract life of greater than 15 years with a diversified group of predominately investment grade corporate, utility, university, and municipal offtakers.

Each of the Lighthouse Partnerships are or will be governed by a limited liability company agreement between us and the sponsor serving as managing member and contain customary terms and conditions.

Most major decisions that may impact each of the Lighthouse Partnerships, its subsidiaries or its assets, require a unanimous vote of the representatives present at a meeting of a review committee in which a quorum is present.

The review committee is a four person committee, which includes two Company representatives and two sponsor representatives.

Through each Lighthouse Partnership, commencing on a certain date following the effective date of the applicable limited liability company agreement, we will be entitled to preferred distributions until certain return targets of the Renewables Portfolio are achieved.

Subject to customary exceptions, no member of a Lighthouse Partnership can transfer any of its equity ownership in any Lighthouse Partnership to a third party without approval of the review committee of that Lighthouse Partnership.

We use the equity method of accounting to account for our preferred equity interest in each Lighthouse Partnership, and have elected to recognize earnings from this investment one quarter in arrears to allow for the receipt of financial information.

Other Equity Method Investments

In the third quarter of 2023, we entered into an agreement with an existing securitization partner to amend the contractual terms of certain non-recourse debt agreements, which caused us to deconsolidate the entities holding such debt and its pledged collateral.

Our retained interest in those entities are equity method investments, which hold land and associated operating leases as well as financial assets where the ultimate obligors are grid-connected solar projects.

The carrying value of these equity method investments as of December 31, 2023 was $ 155 million.

Our retained interest is in the form of an equity method investment, instead of a Securitization Asset, due to the nature of the underlying assets being predominantly real property.

The Lighthouse 2 projects feature contracted cash flows with a diversified group of predominately investment grade corporate and university offtakers.

Lighthouse 2 is governed by a limited liability company agreement between us and the sponsor serving as managing member and contain customary terms and conditions.

Most major decisions that may impact Lighthouse 2, its subsidiaries or its assets, require a unanimous vote of the representatives present at a meeting of a review committee in which a quorum is present.

The review committee is a four -person committee, which includes two of our representatives and two sponsor representatives.

Subject to customary exceptions, no member of Lighthouse 2 can transfer any of its equity ownership in Lighthouse 2 to a third party without approval of the review committee of Lighthouse 2.

We use the equity method of accounting to account for our preferred equity interest in Lighthouse 2, and have elected to recognize earnings from this investment one quarter in arrears to allow for the receipt of financial information.

Related party transactions

CarbonCount Holdings 1 LLC

On May 4, 2024, we, through our indirect subsidiary, HASI CarbonCount Holdings 1, LLC (“HASI CarbonCount”), a Delaware limited liability company, and Hoops Midco, LLC (“KKR Hoops”), an investment vehicle established as a Delaware limited liability company and managed by an affiliate of Kohlberg Kravis Roberts & Co.

(“KKR”), entered into agreements to acquire interests in CarbonCount Holdings 1 LLC (“CCH1”), established to invest in certain eligible climate positive projects across the United States, as further described below.

CCH1 has been formed as a Delaware limited liability company.

HASI CarbonCount and KKR Hoops have each committed $ 1 billion to CCH1 to be invested in clean energy assets during an 18 month investment period.

In addition, HASI, through its indirect subsidiaries, HA Securities, LLC (the “Broker-Dealer”) and CarbonCount Holdings Manager LLC (the “Asset Manager”, and, together with the Broker-Dealer, the “Service Providers”), is engaged by CCH1 pursuant to a services agreement (the “Services Agreement’) to provide certain services to CCH1.

CCH1 is governed by a board of directors (“the CCH1 Board”) which will initially be composed of four directors, two of whom will be appointed by us and two of whom will be appointed by KKR Hoops.

Actions of the CCH1 Board generally require the affirmative vote of at least three out of four directors.

Pursuant to the service agreement, the CCH1 Board has delegated to the Service Providers certain rights and powers to manage the day-to-day business and affairs of CCH1, while retaining control over the significant decision making of CCH1.

We account for our investment in CCH1 as an equity method investment.

The Broker-Dealer sources investment opportunities for CCH1 pursuant to the terms of the Services Agreement.

Through the Broker-Dealer, HASI is obligated to present all of the investment opportunities it identifies that fit within certain predetermined criteria to the CCH1 Board until either joint venture party’s commitment has been fully invested or upon the date that the 18 -month investment period described above expires or is earlier terminated.

The investment criteria under the Services Agreement includes investment opportunities that we would typically have originated on our balance sheet.

CCH1 pays the Broker-Dealer, for provision of the services provided, an upfront fee on each funding of investments generally equal to 1 % of the total cash consideration funded by CCH1 to the applicable investment counterparty.

CCH1 also pays the Asset Manager, for provision of the services provided by it, ongoing fees in respect of asset management and administering the management and operation of CCH1, payable when deducted from CCH1’s cash available for distribution.

The fee payable to the Asset Manager is calculated on the basis of certain performance thresholds and will generally not be less than 0.5 % of invested capital per annum, subject to certain limited exceptions, nor more than 1.00 %.

At inception, and prior to KKR’s acquisition of its interest in CCH1, we seeded CCH1 with equity method investments and receivables which were previously on our balance sheet with a combined book value of $ 108 million, and which are expected to have a total invested amount of $ 191 million once fully funded.

We received approximately $ 55 million from KKR for the purchase of their share of the net assets of CCH1, resulting in the deconsolidation of CCH1 by us.

There were no material differences between the amounts paid by KKR and the carrying values of the contributed assets, resulting in no material gain or loss upon deconsolidation and no material basis differences established.

Subsequent to the KKR’s acquisition of their interest in CCH1, we contributed a further $ 112 million book value of financial assets to CCH1 which were previously on our balance sheet, for which we received $ 61 million of cash from KKR.

Additionally, we contributed $ 190 million of cash which CCH1 used to make investments.

As of December 31, 2024, CCH1 contains $ 600 million book value in assets, 81 % of which are receivables.

CCH1 will recognize income from its equity method investees one quarter in arrears to allow for its receipt of financial information.

Other Related Party Transactions

As of December 31, 2024, of our commercial receivables, approximately $ 822 million are loans made to entities in which we also have non-controlling equity investments of approximately $ 852 million.

Typically, these equity method investments are LLCs taxed as partnerships that we have entered into with various renewable energy project sponsors, such as the SunPower Corporation.

Typically, these equity method investments are LLCs taxed as partnerships that we have entered into with various renewable energy project sponsors, including the SunPower Corporation as further described below.

We negotiate the commercial terms of these loans with the other partner, and the assets against which the project sponsors are borrowing are contributed into the LLCs upon the execution of the loans.

Our equity investments allow us to participate in the residual economics of those contributed assets alongside the other partner, and our rights under the project operating agreements do not allow us to make any significant unilateral decisions regarding the terms of the arrangement.

These assets are bankruptcy remote from the project sponsor, and typically contain back-up servicer provisions to allow for continuity of operations in the event the project sponsor is unable to fulfill its duties in that capacity.

These assets are bankruptcy remote from the project sponsor, and residential solar assets typically contain back-up servicer provisions to allow for continuity of operations in the event the project sponsor is unable to fulfill its duties in that capacity.

We are not obligated to contribute capital to support these entities, beyond agreements to make contributions to allow for the entities to purchase additional renewable energy assets.

2 unchanged sentences

On a quarterly basis, we assess these loans for any impairment inclusive of any PIK interest accrued under CECL as discussed above under Receivables.

The following table provides additional detail on these related party transactions:

The following table provides additional detail on our transactions with related party equity method investees:

For the year ended December 31,

5 unchanged sentences

Interest collected from related party loans 64 62 64

Investments related to SunPower Corporation

On August 5, 2024, SunPower Corporation (“SunPower”), a project sponsor for certain of the residential solar projects in which we invest, declared Chapter 11 bankruptcy.

As of December 31, 2024, we have commercial receivables with a gross carrying value of $ 333 million due from special purpose entities which own individual residential solar assets (“SunStrong SPEs”) for which SunPower performed certain services including billing and collections, operations and maintenance, and accounting, tax filings, and financial reporting.

These SunStrong SPEs are bankruptcy remote from SunPower, and were jointly owned by SunPower and us.

The cash flows supporting our loans are from each individual residential customer rather than SunPower and are not expected to be materially impacted by this event.

We evaluate these loans quarterly during our assessment of allowance for loan losses, and have determined that our allowance for loan losses related to these loans has not been materially impacted by these events.

As of December 31, 2024, we had equity method investments of $ 32 million in the SunStrong SPEs.

We have not identified any OTTI with regards to these assets, and we do not expect our equity method investments in these entities to be materially impacted by this ownership change.

In October of 2024, SunPower’s interests in such entities were purchased by a third party, who have retained SunPower’s governance rights within those structures and who intend to be a long-term co-owner of the SunStrong SPEs, and accordingly we have continued and will continue to account for our interest in these entities as equity method investments.

We have taken steps to ensure continuation of the services currently provided by SunPower, including the engagement of replacement service providers.

We do not believe the bankruptcy of SunPower will have a material impact on our consolidated financial statements.

Credit facilities and commercial paper notes

Secured credit facilities

We previously had a secured revolving credit facility in the form of an approval-based loan agreement with various lenders with a maximum outstanding principal amount of $ 200 million.

In 2023, we amended the secured revolving credit facility to a secured term loan.

See Note 8 to our financial statements for discussion of the current terms of that secured term loan.

Also in 2023, we terminated a previously existing representation-based secured revolving limited-recourse credit facility which had a maximum outstanding principal amount of $ 100 million.

Unsecured revolving credit facilities

In February 2022, we entered into a $ 600 million CarbonCount ® -Based Revolving Credit Facility (the “unsecured revolving credit facility”) pursuant to a revolving credit agreement with a syndicate of lenders which matures in February 2025, replacing our then-existing $ 400 million unsecured revolving credit facility entered into in February 2021.

In 2023, we increased the maximum outstanding borrowing amount of the facility from $ 600 million to $ 915 million.

As of December 31, 2023, the outstanding balance on the unsecured revolving credit facility was $ 401 million, which bears interest at 7.28 %.

Unsecured revolving credit facility

We have an unsecured revolving credit facility pursuant to a revolving credit agreement with a syndicate of lenders.

In 2024, we increased the maximum outstanding borrowing amount of the facility from $ 915 million to $ 1.35 billion, and extended the maturity to April 2028.

As of December 31, 2024, there were no outstanding borrowings under the unsecured revolving credit facility.

As of December 31, 2024, we had less than $ 9 million of remaining unamortized financing costs associated with the unsecured revolving credit facility that have been capitalized and included in other assets on our balance sheet and are being amortized on a straight-line basis over the term of the unsecured revolving credit facility.

The unsecured revolving credit facility has a commitment fee based on our current credit rating and bears interest at a rate of the SOFR or prime rate plus applicable margins based on our current credit rating, which may be adjusted downward up to 0.10 % to the extent our Portfolio achieves certain targeted levels of carbon emissions avoidance as measured by our CarbonCount metric.

The current applicable margins are 1.875 % for Term SOFR Rate-based loans and 0.875 % for prime rate-based loans, plus an additional 0.10 %.

The unsecured revolving credit facility has a commitment fee based on our current credit rating and bears interest at a rate of SOFR or prime rate plus applicable margins based on our current credit rating, which may also be adjusted downward up to 0.10 % to the extent our Portfolio achieves certain targeted levels of carbon emissions avoidance as measured by our CarbonCount metric.

The current applicable margins are 1.625 % for SOFR-based loans and 0.625 % for prime rate-based loans, plus an additional 0.10 %.

The unsecured revolving credit facility has a commitment fee based on our current credit rating.

The unsecured revolving credit facility contains terms, conditions, covenants, and representations and warranties that are customary and typical for transactions of this nature, including various affirmative and negative covenants, and limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds, stock repurchases, and dividends we can declare.

1 unchanged sentence

At our option, upon maturity of the unsecured revolving credit facility, we have the ability to convert amounts borrowed into term loans for a fee equal to 1.625 % of the term loan amounts.

CarbonCount Green Commercial Paper Note Program

We have a CarbonCount Green Commercial Paper Note Program (the “commercial paper program”) that allows us to issue commercial paper notes, in amounts up to $ 100 million outstanding at any time.

We obtained an irrevocable direct-pay letter of credit in an amount not to exceed $ 100 million from Bank of America, N.A, to support these obligations which expires in June 2024.

Bank of America provides a direct-pay letter of credit to the noteholders in the same amount of each commercial paper note.

The letter of credit is automatically drawn upon at maturity of a commercial paper note and the noteholders are repaid in full.

We have a five business-day grace period during which we repay Bank of America for the amount drawn or issue a new commercial paper note.

Credit-Enhanced Commercial Paper Note Program

We have a Green CarbonCount commercial paper program that allows us to issue commercial paper notes at any time, with such notes supported by an irrevocable direct-pay letter of credit from Bank of America, N.A (“Credit-Enhanced Commercial Paper Notes”).

In 2024, we increased the capacity of the program inclusive of the letter of credit to allow for up to $ 125 million outstanding at any time, and extended the maturity of the program and it’s related letter of credit to April 2026.

Bank of America provides a direct-pay letter of credit to the noteholders in the same amount of each Credit-Enhanced Commercial Paper Note.

The letter of credit is automatically drawn upon at maturity of a Credit-Enhanced Commercial Paper Note and the noteholders are repaid in full.

We have a five business-day grace period during which we repay Bank of America for the amount drawn or issue a new Credit-Enhanced Commercial Paper Note.

Following the five business-day grace period, any amount then-outstanding is converted into a loan from Bank of America.

Commercial paper notes will not be redeemable, will not be subject to voluntary prepayment and are not to exceed 397 days.

The proceeds from our commercial paper notes are used to acquire or refinance, in whole or in part, eligible green projects, including assets that are neutral to negative on incremental carbon emissions.

As of December 31, 2023, we had $ 30 million outstanding under our commercial paper program, which bore interest at a rate of 6.80 %.

Commercial paper notes will be issued at a discount based on market pricing, subject to broker fees of 0.10 %.

Credit-Enhanced Commercial Paper Notes are not redeemable, are not subject to voluntary prepayment and are not to exceed 397 days.

The proceeds from our Credit-Enhanced Commercial Paper Notes are used to acquire or refinance, in whole or in part, eligible green projects, including assets that are neutral to negative on incremental carbon emissions.

As of December 31, 2024, we had no outstanding Credit-Enhanced Commercial Paper Notes.

Credit-Enhanced Commercial Paper Notes are issued at a discount based on market pricing, subject to broker fees of 0.10 %.

For issuance of the letter of credit, we will pay 1.325 % on any drawn letter of credit amounts to Bank of America, N.A., and 0.35 % on any unused letter of credit capacity.

4 unchanged sentences

The letter of credit also includes customary events of default and remedies.

Standalone Commercial Paper Program

Beginning in 2024, we began to issue unsecured short-term promissory notes pursuant to a CarbonCount green commercial paper program which are guaranteed by certain of our subsidiaries (“Standalone Commercial Paper Notes”).

Standalone Commercial Paper Notes are issued at a discount based on market pricing, subject to broker fees of 0.05 %.

Standalone Commercial Paper Notes are not redeemable, are not subject to voluntary prepayment, and are not to exceed 367 days.

Our Board has approved the issuance of up to $ 1 billion principal amount of Standalone Commercial Paper Notes at any given time.

To enhance the credit of the Standalone Commercial Paper Notes,we reserve availability under our unsecured revolving credit facility for the principal amount of any outstanding Standalone Commercial Paper Notes.

The proceeds from our Standalone Commercial Paper Notes are used to acquire or refinance, in whole or in part, eligible green projects, including assets that are neutral to negative on incremental carbon emissions.

As of December 31, 2024, we had $ 100 million principal amount of Stand-alone Commercial Paper Notes outstanding, which bear an average borrowing cost of 5.35 %.

Senior secured revolving credit agreement

In 2024, we entered into a senior secured revolving credit agreement with a maximum outstanding principal amount of $ 100 million which matures in 2029.

Under the terms of the senior secured revolving credit agreement, we will pledge collateral to the facility in the form of certain qualifying land assets or assets secured by land and will be allowed to borrow up to 80 % of our cash amount invested in the collateral pledged.

Any loans under the agreement bear interest at a rate of Term SOFR plus 1.90 %, and interest is due quarterly.

The rate of interest can be reduced by up to 0.10 % to the extent our Portfolio achieves certain targeted levels of carbon emissions avoidance as measured by our CarbonCount metric.

There is a commitment fee of 0.20 % of the unused capacity of the agreement, which is paid quarterly.

The senior secured revolving credit agreement contains terms, conditions, covenants, and representations and warranties that are customary and typical for transactions of this nature, including various affirmative and negative covenants, and limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds, stock repurchases, and dividends we can declare.

The senior secured revolving credit agreement also includes customary events of default and remedies.

As of December 31, 2024, we had no balance outstanding on the senior secured revolving credit agreement, and we had availability under the revolving credit agreement of $ 22 million based on the pledged collateral.

We had approximately $ 1 million in unamortized financing costs associated with the senior secured revolving credit agreement, which are included in other assets.

Long-term Debt

8 unchanged sentences

(dollars in millions)

HASI Sustainable Yield Bond 2015-1A $ 68 $ 73 4.28 % October 2034 $ — $ 136 $ 136 Receivables, real estate, real estate intangibles, and restricted cash

HASI SYB Trust 2016-2 51 56 4.35 % April 2037 — 57 63 Receivables and restricted cash

HASI Sustainable Yield Bond 2015-1A (1)

$ — $ 68 4.28 % October 2034 $ — $ — $ 136 Receivables, real estate, real estate intangibles, and restricted cash

HASI SYB Trust 2016-2 (2)

141 3.86 % March 2042 — — 231 Receivables, real estate, real estate intangibles, and restricted cash

Lannie Mae Series 2019-1 — (1)

90 3.68 % January 2047 — — 120 Receivables, real estate, real estate intangibles, and restricted cash

— 51 4.35 % April 2037 — — 57 Receivables and restricted cash

HASI Harmony Issuer

96 — 6.78 % July 2043 — 266 — Equity method investments

Other non-recourse debt (3)

3 unchanged sentences

Non-recourse debt (4)

(1) In 2023, contractual terms of these non-recourse debt agreements were modified, which caused us to deconsolidate the entities holding such debt and its related pledged collateral.

(1) We prepaid this obligation in 2024.

(2) In 2024, the contractual terms of this agreement were modified, which caused us to deconsolidate the entities holding such debt and its related pledged collateral.

(3) Other non-recourse debt consists of various debt agreements used to finance certain of our receivables.

21 unchanged sentences

To the extent there are not sufficient cash flows received from those investments pledged as collateral, the investor has no recourse against other corporate assets to recover any shortfalls.

Subsequent to December 31, 2023, we issued $ 94 million of non-recourse debt, secured by equity method investments with a carrying value of $ 247 million.

This non-recourse debt has a tenor of approximately 20 years, and bears interest at a rate of 6.78 %.

The terms of this debt are consistent with those described above for our existing non-recourse debt agreements.

Senior Unsecured Notes

We have outstanding senior unsecured notes issued jointly by certain of our TRS and are guaranteed by the Company and certain other subsidiaries (the “Senior Unsecured Notes”).

The Senior Unsecured Notes are subject to covenants that limit our ability to incur additional indebtedness and require us to maintain unencumbered assets of not less than 120 % of our unsecured debt.

These covenants will terminate on any date at which the Senior Unsecured Notes have been rated investment grade by two of the three major credit rating agencies and no event of default has occurred.

We are in compliance with all of our covenants as of December 31, 2023 and 2022.

We have outstanding senior unsecured notes issued by us or jointly by certain of our subsidiaries which are guaranteed by the Company and certain other subsidiaries (the “Senior Unsecured Notes”).

The Senior Unsecured Notes were subject to covenants that limited our ability to incur additional indebtedness and required us to maintain unencumbered assets of not less than 120 % of our unsecured debt.

These covenants terminated during 2024 as a result of us being rated an investment grade issuer by two of the three major credit rating agencies and no event of default having occurred.

We are in compliance with all of our remaining covenants as of December 31, 2024 and 2023.

The Senior Unsecured Notes impose certain requirements in the event that we merge with or sell substantially all of our assets to another entity.

We allocate an amount equal to the net proceeds of our Senior Unsecured Notes to the acquisition or refinance of, in whole or in part, eligible green projects, including assets that are neutral to negative on incremental carbon emissions.

The following are summarized terms of the Senior Unsecured Notes:

The following are summarized terms of the Senior Unsecured Notes as of December 31, 2024:

Outstanding Principal Amount Maturity Date Stated Interest Rate Interest Payment Dates Redemption Terms Modification Date

(in millions)

2025 Notes 400 April 15, 2025 6.000 % April 15 and

2025 Notes $ — (1)

April 15, 2025 6.000 % April 15 and

2026 Notes 1,000 June 15, 2026 3.375 % June 15 and December 15 March 15, 2026 (2)

3 unchanged sentences

September 15, 2030 3.750 % February 15 and August 15

July 1, 2034 6.375 % July 1st and

(1) In June 2024, we issued $ 700 million principal amount of Senior Unsecured Notes due in July 2034 (“2034 Notes”), which bear interest at a rate of 6.375 %.

The notes were issued for gross proceeds of $ 695 million, resulting in a yield to maturity of 6.476 %.

We used a portion of the proceeds from this issuance to redeem the outstanding principal amount of the 2025 notes.

There was no premium paid upon redemption.

In December 2024, we issued an additional $ 300 million principal amount of 2034 Notes for gross proceeds of $ 300 million.

(2) Prior to this date, we may redeem, at our option, some or all of the 2026 Notes for the outstanding principal amount plus the applicable “make-whole” premium as defined in the indenture governing the 2026 Notes plus accrued and unpaid interest through the redemption date.

In addition, prior to this date, we may redeem up to 40 % of the Senior Unsecured Notes using the proceeds of certain equity offerings at a price equal to par plus the coupon percentage of the principal amount thereof, plus accrued but unpaid interest, if any, to, but excluding, the applicable redemption date.

On, or subsequent to, this date we may redeem the 2026 Notes in whole or in part at redemption prices defined in the indenture governing the 2026 Notes, plus accrued and unpaid interest though the redemption date.

On, or subsequent to, this date we may redeem the 2026 Notes in whole or in part at par, plus accrued and unpaid interest though the redemption date.

(3) Prior to this date, we may redeem, at our option, some or all of the 2027 Notes for the outstanding principal amount plus the applicable “make-whole” premium as defined in the indenture governing the 2027 Notes plus accrued and unpaid interest through the redemption date.

1 unchanged sentence

On, or subsequent to, this date we may redeem the 2027 Notes in whole or in part at a price equal to 100 % of the principal amount, plus accrued and unpaid interest though the redemption date.

(3) In January 2024, we issued additional 2027 Notes with a principal amount of $ 200 million for net proceeds of $ 204 million, equivalent to a yield to maturity of 7.08 %.

(4) In 2024, in a following offering we issued $ 200 million principal amount of 2027 Notes for net proceeds of $ 204 million, equivalent to a yield to maturity of 7.08 % for the new issuance.

(5) We issued the $ 375 million aggregate principal amount of the 2030 Notes for total proceeds of $ 371 million ($ 367 million net of issuance costs) at an effective interest rate of 3.87 %.

We may redeem the 2025 or 2030 Notes in whole or in part at redemption prices defined in the indenture governing the 2025 Notes or 2030 Notes, plus accrued and unpaid interest though the redemption date.

We may redeem the 2030 Notes in whole or in part at redemption prices defined in the indenture governing the 2030 Notes plus accrued and unpaid interest though the redemption date.

The following table presents a summary of the components of the Senior Unsecured Notes:

13 unchanged sentences

(in millions) (in millions)

2023 Convertible Senior Notes — (2)

2023 0.000 % N/A 20.8643 $ 47.93 — $ 0.340

2025 Exchangeable Senior Notes 200 (2)

2 unchanged sentences

2028 3.750 % February 15 and August 15 36.9520 $ 27.06 14.9 $ 0.395

(1) The conversion ratio is subject to adjustment for dividends declared above these amounts per share per quarter and certain other events that may be dilutive to the holder.

(2) These Notes were settled in 2023 using proceeds of the 2028 Exchangeable Senior Notes.

(1) The conversion or exchange ratio is subject to adjustment for dividends declared above these amounts per share per quarter and certain other events that may be dilutive to the holder.

(2) The 2025 Exchangeable Senior Notes accrete to a premium at maturity equal to 3.25 % per annum.

The current balance including accreted premium is $ 218 million.

For the 2025 Exchangeable Senior Notes and the 2028 Exchangeable Senior Notes, following the occurrence of a make-whole fundamental change, we will, in certain circumstances, increase the exchange rate for a holder that converts its exchangeable notes in connection with such make-whole fundamental change.

For the exchangeable senior notes, following the occurrence of a make-whole fundamental change, we will, in certain circumstances, increase the exchange rate for a holder that converts its exchangeable notes in connection with such make-whole fundamental change.

There are no cash settlement provisions for the 2025 Exchangeable Senior Notes and the exchange option can only be settled through physical delivery of our common stock.

1 unchanged sentence

Additionally, upon the occurrence of certain fundamental changes involving us, holders of the 2025 Exchangeable Senior Notes or the 2028 Exchangeable Senior Notes may require us to redeem all or a portion of their notes for cash at a price of 100 % of the principal amount outstanding, plus accrued and unpaid interest.

We may redeem the 2028 Exchangeable Senior Notes, in whole or in part, at our option, on or after August 20, 2026 and prior to the 62nd scheduled

trading day immediately preceding the maturity date for such notes, if certain conditions are met including our common stock trading above 130 % of the exchange price for at least 20 trading days, as set forth in the indenture relating to the 2028 Exchangeable Senior Notes.

Any shares of our common stock issuable upon exchange of the 2025 Exchangeable Senior Notes and the 2028 Exchangeable Senior Notes will have certain registration rights.

The 2025 Exchangeable Senior Notes are guaranteed by us and certain other subsidiaries and may, under certain conditions, be exchangeable for our common stock.

We may redeem the 2028 Exchangeable Senior Notes, in whole or in part, at our option, on or after August 20, 2026 and prior to the 62nd scheduled trading day immediately preceding the maturity date for such notes, if certain conditions are met including our common stock trading above 130 % of the exchange price for at least 20 trading days, as set forth in the indenture relating to the 2028 Exchangeable Senior Notes.

Any shares of our common stock issuable upon exchange of the 2025 Exchangeable Senior Notes or 2028 Exchangeable Senior Notes will have certain registration rights.

We have issued $ 200 million of 0.00 % Exchangeable Senior Notes due 2025 which are guaranteed by us and certain of our subsidiaries and may, under certain conditions, be exchangeable for our common stock.

The notes accrete to a premium at maturity at an effective rate of 3.25 % annually.

Upon any exchange, holders will receive a number of shares of our common stock equal to the product of (i) the aggregate initial principal amount of the notes to be exchanged, divided by $1,000 and (ii) the applicable exchange rate, which will initially be 17.6873, equivalent to an initial exchange price of approximately $ 56.54 per share, plus cash in lieu of fractional shares.

We allocated an amount equal to the net proceeds of this offering to the acquisition or refinancing of, in whole or in part, new and/or existing eligible green projects, which include assets that are neutral to negative on incremental carbon emissions.

The 2028 Exchangeable Senior Notes are guaranteed by us and certain other subsidiaries and may, under certain conditions, be exchangeable for our common stock.

Upon such exchange, holders will receive a number of shares of our common stock equal to the product of (i) the aggregate initial principal amount of the notes to be exchanged, divided by $1,000 and (ii) the applicable exchange rate, which initially was 36.8494, equivalent to an initial exchange price of approximately $ 27.14 per share, plus cash in lieu of fractional shares.

Upon any exchange of the notes, holders will receive a number of shares of our common stock equal to the product of (i) the aggregate initial principal amount of the notes to be exchanged, divided by $1,000 and (ii) the applicable exchange rate, plus cash in lieu of fractional shares.

We have allocated an amount equal to the net proceeds of this offering to the acquisition or refinancing of, in whole or in part, new and/or existing eligible green projects, which include assets that are neutral to negative on incremental carbon emissions.

The following table presents a summary of the components of our Convertible Notes:

3 unchanged sentences

Accrued interest 6 6

Premium 18 11

Unamortized financing costs ( 7 ) ( 10 )

Carrying value of Convertible Senior Notes $ 610 $ 344

Carrying value of Convertible Notes

Interest expense $ 25 $ 9

12 unchanged sentences

CarbonCount Term Loan Facility

We have entered into a CarbonCount Term Loan Facility (“the unsecured term loan facility”) with a syndicate of banks.

In 2023, we increased the outstanding principal amount from $ 383 million, to $ 535 million.

Principal amounts under the term loan facility bear interest at a rate of Term SOFR plus applicable margins based on our current credit rating plus 0.10 %, which may be adjusted downward up to 0.10 % to the extent our Portfolio achieves certain targeted levels of carbon emissions avoidance, as measured by our CarbonCount metric.

As of December 31, 2023, the applicable margin is 2.125 % and the current interest rate is 7.52 %.

We have entered into a CarbonCount Term Loan Facility (“the unsecured term loan facility”) with a syndicate of banks, which has an outstanding principal and accrued interest amount of $ 247 million.

Principal amounts under the term loan facility bear interest at a rate of Term SOFR plus applicable margins based on our current credit rating, which may be adjusted downward up to 0.10 % to the extent our Portfolio achieves certain targeted levels of carbon emissions avoidance, as measured by our CarbonCount metric.

As of December 31, 2024, the applicable margin is 1.875 % plus 0.10 %, and the current interest rate is 6.30 %.

The coupon on any drawn amounts will be reset at monthly, quarterly, or semi-annual intervals at our election.

1 unchanged sentence

Payments of 1.25 % of the outstanding principal balance are due quarterly.

The unsecured term loan facility has a maturity date of October 31, 2025, and loans under the unsecured term loan facility can be prepaid without penalty.

We intend to allocate an amount equal to the net proceeds of this offering to the acquisition or refinancing of, in whole or in part, new and/or existing eligible green projects, which include assets that are neutral to negative on incremental carbon emissions.

Loans under the unsecured term loan facility can be prepaid without penalty.

In 2024, we extended the maturity date to 2027, with no changes to the pricing terms, and used proceeds from our unsecured revolving credit facility to make a partial prepayment of $ 275 million on the unsecured term loan facility to reduce the outstanding principal balance.

Principal and interest payments which were due under the term loan facility as of December 31, 2024 are as follows:

6 unchanged sentences

Secured Term Loan

In 2023, we amended our approval-based credit facility to become a secured term loan ("secured term loan") with a maturity date of January 2028.

We have a secured term loan (“secured term loan”) with a maturity date of January 2028.

Principal amounts under the secured term loan will bear interest at a rate of Daily Term SOFR plus a credit spread of 2.25 %, plus 0.10 %.

4 unchanged sentences

As of December 31, 2024, with respect to the secured term loan, the outstanding principal balance is $ 167 million, the interest rate as of the last rate reset is 6.99 %, and we have financing receivables pledged with a carrying value of $ 410 million.

Unamortized financing costs associated with the secured term loan have been netted against the loan on our balance sheet and are being amortized on a straight-line basis over the term of the secured term loan Facility.

Principal payments which were due under the secured term loan as of December 31, 2023 are as follows:

In 2024, we removed $ 45 million of pledged collateral, and made a principal payment of $ 28 million.

Amounts which were due under the secured term loan as of December 31, 2024 are as follows:

Year Ending December 31, Future maturities

3 unchanged sentences

Interest rate swaps

In connection with several of our long-term borrowings, including floating-rate loans from our unsecured term loan facility, our secured term loan, unsecured revolving credit facility, and the anticipated refinancings of certain of our Senior Unsecured Notes we have entered into the following interest rate swaps derivative transactions in 2023 that are designated as cash flow hedges as of December 31, 2023:

Instrument Type Index Hedged Rate Fair Value as of Notional Value as of Term

In connection with several of our long-term borrowings, including floating-rate loans from our Term Loan Facility, unsecured revolving credit facility, Secured Term Loan, and the anticipated refinancings of certain of our Senior Unsecured Notes we have entered into the following interest rate swaps derivative transactions that are designated as cash flow hedges as of December 31, 2024:

Instrument Type Index Hedged Rate Notional Value

Fair Value as of Term

December 31, 2024 December 31, 2023

Interest Rate Swap 1 month SOFR 3.79 % $ ( 12 ) $ 400 March 2023 to March 2033

($ in millions)

Interest Rate Swap 1 month SOFR 3.79 % $ 200 (1)

$ 3 $ ( 12 ) March 2023 to March 2033

Interest Rate Swap Overnight SOFR 2.98 % 400 24 7 June 2026 to June 2033

Interest Rate Swap Overnight SOFR 3.09 % 600 32 7 June 2026 to June 2033

Interest Rate Swap Overnight SOFR 3.08 % 8 400 April 2025 to April 2035

Interest Rate Swap Overnight SOFR 3.08 % 400 — (2)

8 April 2025 to April 2035

Interest Rate Collar 1 month SOFR 3.70 % - 4.00 %

250 — — May 2023 to May 2026

Interest Rate Swap Overnight SOFR 4.41 % ( 4 ) 85 September 2023 to June 2033

Interest Rate Swap Overnight SOFR 4.39 % ( 2 ) 43 September 2023 to June 2033

Interest Rate Swap Overnight SOFR 4.42 % ( 2 ) 43 September 2023 to June 2033

Interest Rate Swap Overnight SOFR 4.39 % to 4.42 %

168 ( 3 ) ( 8 ) September 2023 to June 2033

Interest Rate Swap Overnight SOFR 3.72 % 375 11 — June 2027 to June 2037

(1) This swap was partially financially settled in 2024 for a benefit of $ 1 million.

Approximately $ 1 million of this benefit is in AOCI as of December 31, 2024 and will be amortized into interest expense over the term of our current floating rate borrowings.

(2) This swap was financially settled in 2024, for a benefit of $ 19 million.

Approximately $ 18 million of this benefit is in AOCI as of December 31, 2024 and will be amortized into interest expense over the term of the 2034 Notes.

(3) Interest rate collar consists of a purchased interest rate cap of 4.00 % and a written interest rate floor of 3.70 %.

(4) Consists of three interest rate swaps with identical maturities and effective dates.

The fair values of our interest rate derivatives designated and qualifying as effective cash flow hedges are reflected in our consolidated balance sheets as a component of other assets (if in an unrealized gain position) or accounts payable, accrued expenses and other (if in an unrealized loss position) and in net unrealized gains and losses in AOCI.

As of December 31, 2023, all of our derivatives were designated as hedging instruments which were deemed to be effective.

As of December 31, 2024, all of our derivatives which were designated as hedging instruments were deemed to be effective.

As of December 31, 2024, we hold $ 57 million of collateral related to our interest rate derivatives that are assets, and we have netted the liability associated with that collateral against our derivative assets in other assets on our balance sheet.

As of December 31, 2023, we have posted $ 9 million worth of collateral related to our interest rate derivatives that are liabilities, and we have netted the asset associated with that collateral against our derivative liabilities in accounts payable, accrued assets, and other liabilities on our balance sheet.

A benefit of $ 6 million was included in interest expense as a result of our hedging activities for the year ended December 31, 2023.

As of December 31, 2024, we have posted $ 8 million worth of collateral related to our interest rate derivatives that are liabilities, $ 3 million of which we have netted against our derivative liabilities in accounts payable, accrued assets, and other liabilities on our balance sheet, with the remaining $ 5 million in other assets.

The below table shows the changes in our AOCI balance related to our interest rate derivatives designated and qualifying as effective cash flow hedges:

(Amounts in millions)

Beginning Balance - January 1, 2023

Changes in fair value

Amounts released into interest expense

Ending balance - December 31, 2023

Changes in fair value 95

Amounts released into interest expense ( 10 )

Ending balance - December 31, 2024

The below table shows the benefit (expense) included in interest expense as a result of our hedging activities.

We expect an expense of $ 2 million to be released out of AOCI into interest expense over the 12 months following December 31, 2024.

For the Year ended December 31,

2024 2023 2022

(amounts in millions)

Interest expense

$ 242 $ 171 $ 116

Benefit (expense) included in interest expense due to hedging activities

( 10 ) ( 6 ) —

Commitments and Contingencies

6 unchanged sentences

Rent expense related to these three leases was less than $ 1 million for each of the years ended December 31, 2024, 2023, and 2022, respectively.

Future gross minimum lease payments are approximately $ 2 million for years 2024 through 2026, and $ 1 million per year during the remaining term of the leases.

Future gross minimum lease payments are approximately $ 2 million for years 2025 and 2026, and $ 1 million per year during the remaining term of the leases.

The nature of our operations exposes us to the risk of claims and litigation in the normal course of our business.

6 unchanged sentences

We have executed a separate agreement with our joint venture partner pursuant to which it is liable for repayment to us of 15 % of this guarantee obligation.

As a part of broader project restructuring in order to increase our expected cash flows from the investment, we alongside the project sponsor, made guarantees to support the working capital needs of two of the project companies owned by Jupiter Equity Holdings LLC, an equity method investee.

The guarantees are in effect until the tax equity investors in those project companies achieve their target preferred returns, and our contractual maximum under these guarantees is $ 53 million, and is limited to $ 20 million in any particular calendar year.

3 unchanged sentences

As of December 31, 2024, there have been no such actions resulting in claims against the Company.

As discussed in Note 1, as a result of expanding opportunities in non-qualifying REIT assets, effective January 1, 2024, we have elected to revoke our REIT election, and will be taxed as a C Corporation beginning in tax year 2024.

Commencing with the taxable year ended December 31, 2024, all of the Company’s taxable income will be subject to U.S.

As discussed in Note 1, as a result of expanding opportunities in non-qualifying REIT assets, effective January 1, 2024, we have elected to revoke our REIT election, and are taxed as a C Corporation beginning in tax year 2024.

Commencing with the taxable year ended December 31, 2024, all of the Company’s taxable income is subject to U.S.

federal and state income tax at the applicable corporate tax rate.

Dividends paid to stockholders will no longer be tax deductible.

The Company will also no longer be subject to the REIT compliance requirements for assets, income, or distributions to stockholders among other REIT compliance requirements.

Dividends paid to stockholders are no longer tax deductible.

The Company is also no longer subject to the REIT compliance requirements for assets, income, or distributions to stockholders among other REIT compliance requirements.

The Company anticipates that operating as a taxable C Corporation will provide the Company with flexibility to execute various strategic initiatives without the constraints of complying with REIT requirements, including increased investing in power generating, transportation, and alternative fuel assets that are not REIT qualifying.

The Company’s transition to a taxable C Corporation is not expected to result in significant incremental current income tax expense in the near term due to the availability of net operating loss (“NOL”) carryforwards and tax credits typically offered by the assets in which we often invest.

We recorded an income tax benefit (expense) of approximately $( 32 ) million for the year ended December 31, 2023, a $( 7 ) million tax benefit (expense) for the year ended December 31, 2022, and an $( 17 ) million tax benefit (expense) for the year for the year ended 2021.

We recorded an income tax expense of approximately $ 70 million for the year ended December 31, 2024, a $ 32 million tax expense for the year ended December 31, 2023, and an $ 7 million tax expense for the year ended 2022.

The federal income tax expense and benefits recorded were determined using a rate of 21%.

Our deferred tax assets and liabilities were measured using a federal rate of 21%.

As discussed in Note 1, commencing on January 1, 2024, the Company will be taxed as a C Corporation, and $ 33 million of our income tax expense for the year ended December 31, 2023 is the result of revaluing the Company’s REIT business related deferred tax assets and liabilities using a statutory rate of 21% due to the REIT election revocation.

As a result of the revocation of our REIT election effective January 1, 2024, we have changed the presentation of our rate reconciliation to include both REIT and TRS activities in the current year.

presentation has been updated to conform to our current year presentation.

Below is a reconciliation between the federal statutory rates and our effective tax rates for the years ended December 31:

7 unchanged sentences

— % ( 14 ) % ( 32 ) %

State income taxes

5 % 2 % ( 2 ) %

Other 1 % — % 7 %

48 unchanged sentences

We may offer the securities directly, through agents, or to or through underwriters by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale or at negotiated prices and may include “at the market” (“ATM”) offerings, to or through a market maker or into an existing trading market on an exchange or otherwise.

In January 2023, we established a dividend reinvestment and stock purchase plan, allowing stockholders and holders of OP Units (including LTIP Units) to purchase shares of our common stock by reinvesting cash dividends or distributions received.

We have a dividend reinvestment and stock purchase plan, allowing stockholders and holders of OP Units (including LTIP Units) to purchase shares of our common stock by reinvesting cash dividends or distributions received.

We completed the following public offerings (including ATM issuances) of our common stock in 2023 and 2024:

4 unchanged sentences

Q1 2023 ATM 0.763 $ 31.31 $ 24

5/30/2023 Public Offering 15.000 22.23 333

Q2 2023 ATM 0.053 26.07 1

2 unchanged sentences

Q1 2024 ATM 1.193 25.89 31

5/30/2023 Public Offering 15.000 22.23 333

Q2 2024 ATM 1.662 31.42 52

13 unchanged sentences

Fair value of awards vested on vesting date 8 11 34

The total unrecognized compensation expense related to awards of shares of restricted stock, restricted stock units, and LTIP Units was approximately $ 20 million as of December 31, 2023.

We expect to recognize compensation expense related to these awards over a weighted-average term of approximately 2 years.

We have a retirement policy which provides for full vesting at retirement of any time-based awards that were granted prior to the date of retirement and permits the vesting of market-based or performance-based awards that were granted prior to the date of retirement according to the original vesting schedule of the award, subject to the achievement of the applicable market or performance measures.

Employees are eligible for the retirement policy upon meeting age and years of service criteria.The total unrecognized compensation expense related to awards of shares of restricted stock, restricted stock units, and LTIP Units was approximately $ 20 million as of December 31, 2024.

We expect to recognize compensation expense related to these awards over a weighted-average term of approximately 1 year.

A summary of the unvested shares of restricted common stock that have been issued is as follows:

8 unchanged sentences

Ending Balance—December 31, 2023

135,667 $ 33.90 $ 4.6

Granted 232,837 26.96 6.3

2 unchanged sentences

Ending Balance—December 31, 2024

319,380 $ 28.50 $ 9.1

A summary of the unvested shares of restricted stock units that have market-based vesting conditions that have been issued is as follows:

12 unchanged sentences

Incremental performance shares granted — — —

Vested ( 18,041 ) 35.17 ( 0.6 )

Forfeited ( 15,912 ) 68.12 ( 1.1 )

1 unchanged sentence

78,742 $ 44.44 $ 3.5

(1) As discussed in Note 2, restricted stock units with market-based vesting conditions can vest between 0 % and 200 % subject to both the absolute performance of our common stock as well as relative performance compared to a group of peers.

The incremental performance shares granted relate to the vesting of an award at the 200 % level.

(1) As discussed in Note 2, restricted stock units with market-based vesting conditions can vest between 0 % and 200 % subject to both the absolute performance of the Company’s common stock as well as relative performance compared to a group of peers.

The incremental performance shares granted relate to the vesting of awards at the achieved performance level.

A summary of the unvested LTIP Units that have time-based vesting conditions that have been issued is as follows:

29 unchanged sentences

Incremental performance shares granted — — —

Vested ( 96,496 ) 19.94 ( 1.9 )

Forfeited ( 86,274 ) 65.28 ( 5.6 )

2 unchanged sentences

(1) See Note 4 for information on the vesting of LTIP Units.

LTIP Units with market-based vesting conditions can vest between 0 % and 200 % subject to both the absolute performance of our common stock as well as relative performance compared to a group of peers.

The incremental performance shares granted relate to the vesting of awards at the actual performance level.

LTIP Units with market-based vesting conditions can vest between 0 % and 200 % subject to both the absolute performance of the Company’s common stock as well as relative performance compared to a group of peers.

The incremental performance shares granted relate to the vesting of awards at the achieved performance level.

A summary of the unvested LTIP Units that have performance-based vesting conditions that have been issued is as follows:

LTIP Units (1)

Weighted Average Grant Date Fair Value Value

(per share) (in millions)

Ending Balance—December 31, 2023

Granted 128,024 25.96 3.3

Incremental performance shares granted — — —

Forfeited — — —

Ending Balance—December 31, 2024

128,024 $ 25.96 $ 3.3

(1) See Note 4 for information on the vesting of LTIP Units.

LTIP Units with performance-based vesting conditions can vest between 0 % and 200 % subject to the achievement of certain adjusted earnings per share.

The incremental performance shares granted relate to the vesting of awards at the achieved performance level.

NOL Stockholder Rights Plan

In 2023, we entered into a Tax Benefits Preservation Plan (“The Plan”), which is designed to protect our tax benefits in connection with any "ownership change" within the meaning of Section 382 of the Internal Revenue Code of 1986.

In 2023, we established a Tax Benefits Preservation Plan (“the Plan”), which was designed to protect our tax benefits in connection with any “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986.

Under the Plan, we declared a dividend distribution of one right (a “Right”) for each outstanding share of our common stock to be paid to all record holders of our common stock at the close of business on November 21, 2023.

The Plan is intended to reduce the risk that our ability to use net operating losses ("NOLs") and certain other Tax Benefits will become substantially limited as the result of an “ownership change”.

Pursuant to the Plan, if a stockholder (or group) becomes a 5 % stockholder without meeting certain exceptions, the Rights become exercisable upon board approval and entitle stockholders (other than the 5 % stockholder or group causing the rights to become exercisable) to purchase additional of our common shares at a significant discount, resulting in significant dilution in the economic interest and voting power of the 5 % stockholder or group causing the Rights to become exercisable.

Stockholders owning 5% or more of our outstanding shares at the time the Plan was adopted were grandfathered and will only cause the Rights to distribute and become exercisable if they acquire any additional HASI shares.

Under the Plan, the Board has the ability to determine in its sole discretion that any person shall not be deemed an acquiring person and therefore that the Rights shall not become exercisable if such person becomes a 5 % stockholder.

The adoption of the Plan and the dividend distribution will not have an impact on our consolidated financial statements.

The Plan was intended to reduce the risk that our ability to use net operating losses (“NOLs”) and certain other Tax Benefits would have substantially limited as the result of an “ownership change”.

As of December 31, 2023, we had approximately $ 666 million of NOLs and $ 31 million of tax credits available that may be used to offset future taxable income.

On July 1, 2024, we entered into an amendment which caused the Rights under the Plan to expire on July 1, 2024, effectively terminating the Plan at that time in anticipation of the effectiveness of the Company’s reincorporation as a Delaware corporation on July 2, 2024.

The Company’s Delaware Certificate of Incorporation includes Charter Tax Benefit Provisions which are intended to replace the Tax Benefits Preservation Plan.

Pursuant to the Plan, during the period in which it existed, if a stockholder (or group) became a 5 % stockholder without meeting certain exceptions, the Rights became exercisable upon board approval and entitled stockholders (other than the 5 % stockholder or group causing the Rights to become exercisable) to purchase additional of our common shares at a significant discount, resulting in significant dilution in the economic interest and voting power of the 5 % stockholder or group causing the Rights to become exercisable.

Stockholders owning 5 % or more of our outstanding shares at the time the Plan was adopted were grandfathered and would have only caused the Rights to distribute and become exercisable if they acquire any additional HASI shares.

Under the Plan, the Board had the ability to determine in its sole discretion that any person shall not be deemed an acquiring person and therefore that the Rights shall not become exercisable if such person becomes a 5 % stockholder.

adoption and termination of the Plan and the dividend distribution did not have an impact on our consolidated financial statements.

Earnings per Share of Common Stock

2 unchanged sentences

Certain share-based awards are included in the diluted share count to the extent they are dilutive as discussed in Note 2.

To the extent our Convertible Notes are dilutive under the if-converted method, we add back the interest expense to the numerator and include the weighted average shares of potential common stock over the period issuable upon conversion of the note in the denominator in calculating dilutive EPS as described in Note 2.

To the extent our Convertible Notes are dilutive under the if-converted method, we add back the interest expense to the numerator and include the weighted average shares of potential common stock over the period issuable upon conversion or exchange of the note in the denominator in calculating dilutive EPS as described in Note 2.

The computation of basic and diluted earnings per common share of our common stock is as follows:

4 unchanged sentences

$ 200.0 $ 148.8 $ 41.5

Dividends and distributions to participating securities ( 1.0 ) ( 0.7 ) ( 0.9 )

Dividends and distributions on participating securities

( 1.5 ) ( 1.0 ) ( 0.7 )

Undistributed earnings attributable to participating securities

1 unchanged sentence

Interest expense related to Convertible Notes under the if-converted method

Net income (loss) attributable to controlling stockholders—diluted $ 155.3 $ 42.2 $ 132.0

Undistributed earnings attributable to participating securities

Net income (loss) attributable to controlling stockholders—dilutive

$ 211.1 $ 155.3 $ 42.2

Weighted-average number of common shares—basic 115,548,087 101,844,551 87,500,799

14 unchanged sentences

We describe our accounting for the non-controlling equity investments in Note 2.

As of both December 31, 2024 and December 31, 2023, we had 47 investments which we accounted for under the equity method.

The majority of these investees are limited liability companies taxed as partnerships wherein we participate in cash distributions and tax attributes according to pre-negotiated profit-sharing arrangements.

The limited liability company agreements do not define a fixed percentage of our ownership of these entities, and our claims on the net assets of each investment changes over time as preferred investors achieve their pre-negotiated preferred returns.

The following is a summary of the consolidated balance sheets and income statements of the entities in which we have a significant equity method investment.

3 unchanged sentences

Our basis in equity method investments exceeds the basis reported to us by our investees by an aggregate amount of $ 104 million, and $ 284 million, as of December 31, 2024 and 2023, respectively.

Certain of the projects in which we have equity method investments also have interest rate swaps which are designated as cash flow hedges, and we recognize the portion of the gain or loss allocated to us related to those instruments through other comprehensive income.

As of December 31, 2024 and 2023, we have accumulated other comprehensive income net of tax effect of $ 23 million and $ 47 million respectively, related to the interest rate swaps designated as cash flow hedges by our investees.

Daggett Renewable HoldCo LLC

31 unchanged sentences

Under the plan, we provide a dollar for dollar match for the first 4 % of the employee’s contributions and a $0.50 per dollar match for the next 2 % of employee contributions.

We contributed approximately $ 1 million under the plan for the years ended December 31, 2023 and 2022, and less than $ 1 million during the year ended December 31 2021.

We contributed approximately $ 2 million under the plan for the year ended December 31, 2024, approximately $ 1 million during the years ended December 31, 2023 and 2022.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data