What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-08 · 250 added, 164 removed, 1033 unchanged (29% of the section changed)

3 unchanged sentences

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

June 30, 2025 (unaudited) December 31, 2024

September 30, 2025 (unaudited) December 31, 2024

Cash and cash equivalents $ 301,824 $ 129,758

2 unchanged sentences

3,093,573 2,895,837

Receivables held-for-sale 43,489 75,556

Real estate and debt securities

Receivables held-for-sale (includes $ 191 million and $ 0 million at fair value)

235,153 75,556

Real estate and available-for-sale debt securities

Retained interests in securitization trusts, net of allowance of $ 3 million and $ 3 million, respectively

25 unchanged sentences

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

30 unchanged sentences

(DOLLARS IN THOUSANDS)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Net income (loss) $ 84,906 $ ( 19,176 ) $ 242,886 $ 132,316

Unrealized gain (loss) on available-for-sale securities and retained interests in securitization trusts, net of tax benefit (provision) of $( 0.6 ) million and $( 2.5 ) million for the three and six months ended June 30, 2025 and $ 1.5 million and $ 3.2 million for the three and six months ended June 30, 2024

Unrealized gain (loss) on available-for-sale securities and retained interests in securitization trusts, net of tax benefit (provision) of $ 0.8 million and $( 1.7 ) million for the three and nine months ended September 30, 2025 and $( 4.5 ) million and $( 1.3 ) million for the three and nine months ended September 30, 2024

447 13,547 7,754 3,897

Unrealized gain (loss) on interest rate swaps, net of tax benefit (provision) of $ 3.1 million and $ 5.8 million for the three and six months ended June 30, 2025 and $( 5.9 ) million and $( 12.9 ) million for the three and six months ended June 30, 2024

Unrealized gain (loss) on interest rate swaps, net of tax benefit (provision) of $ 2.3 million and $ 8.1 million for the three and nine months ended September 30, 2025 and $ 16.1 million and $ 3.1 million for the three and nine months ended September 30, 2024

( 6,635 ) ( 47,520 ) ( 23,475 ) ( 9,624 )

9 unchanged sentences

Shares Amount

Balance at March 31, 2025

120,709 $ 1,207 $ 2,646,415 $ ( 291,895 ) $ 37,675 $ 77,342 $ 2,470,744

Balance at June 30, 2025 123,578 $ 1,236 $ 2,723,636 $ ( 245,392 ) $ 30,738 $ 78,417 $ 2,588,635

Net income (loss) — — — 83,257 — 1,649 84,906

6 unchanged sentences

Dividends and distributions — — — ( 53,365 ) — ( 1,009 ) ( 54,374 )

Balance at September 30, 2025 126,073 $ 1,261 $ 2,794,548 $ ( 215,500 ) $ 24,677 $ 80,885 $ 2,685,871

Balance at June 30, 2024 115,152 $ 1,152 $ 2,467,512 $ ( 249,277 ) $ 41,052 $ 62,728 $ 2,323,167

123,578 $ 1,236 $ 2,723,636 $ ( 245,392 ) $ 30,738 $ 78,417 $ 2,588,635

Balance at March 31, 2024

113,476 $ 1,135 $ 2,415,118 $ ( 227,820 ) $ 29,111 $ 55,871 $ 2,273,415

Net income (loss) — — — ( 19,616 ) — 440 ( 19,176 )

5 unchanged sentences

Issuance (repurchase) of vested equity-based compensation shares 2 — ( 36 ) — — — ( 36 )

Other — — 1,382 — — — 1,382

Dividends and distributions — — — ( 49,191 ) — ( 901 ) ( 50,092 )

Balance at June 30, 2024

115,152 $ 1,152 $ 2,467,512 $ ( 249,277 ) $ 41,052 $ 62,728 $ 2,323,167

Balance at September 30, 2024 118,195 $ 1,182 $ 2,567,654 $ ( 318,084 ) $ 7,537 $ 64,810 $ 2,323,099

See accompanying notes.

12 unchanged sentences

Dividends and distributions — — — ( 156,315 ) — ( 3,071 ) ( 159,386 )

Balance at June 30, 2025

123,578 $ 1,236 $ 2,723,636 $ ( 245,392 ) $ 30,738 $ 78,417 $ 2,588,635

Balance at September 30, 2025 126,073 $ 1,261 $ 2,794,548 $ ( 215,500 ) $ 24,677 $ 80,885 $ 2,685,871

Balance at December 31, 2023

8 unchanged sentences

Issuance (repurchase) of vested equity-based compensation shares 24 — ( 502 ) — — — ( 502 )

Other — — 1,382 — — — 1,382

Dividends and distributions — — — ( 144,497 ) — ( 2,679 ) ( 147,176 )

Balance at June 30, 2024

115,152 $ 1,152 $ 2,467,512 $ ( 249,277 ) $ 41,052 $ 62,728 $ 2,323,167

Balance at September 30, 2024 118,195 $ 1,182 $ 2,567,654 $ ( 318,084 ) $ 7,537 $ 64,810 $ 2,323,099

See accompanying notes.

2 unchanged sentences

(DOLLARS IN THOUSANDS)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

28 unchanged sentences

Purchases of debt securities and retained interests in securitization trusts

( 70,558 ) ( 10,537 )

Collateral provided to hedge counterparties

41 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 30, 2025

HA Sustainable Infrastructure Capital, Inc.

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

The Company and its subsidiaries are hereafter referred to as “we,” “us” or “our.”

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

We refer to the income-producing assets that we hold on our balance sheet as our “Portfolio.” Our Portfolio includes equity investments in either preferred or common structures in unconsolidated entities, receivables, and debt securities.

We generate recurring income from net investment income from our Portfolio, from income through our residual ownership in securitization and co-investment structures, and from asset management and other services.

We also generate income through gain-on-sale securitization transactions, broker/dealer and other services.

The Company and its subsidiaries are hereafter referred to as “we,” “us” or “our.” We refer to the income-producing assets that we hold on our balance sheet as our “Portfolio.” Our Portfolio includes equity investments in either preferred or common structures in unconsolidated entities, receivables, and debt securities.

We also generate income through gain-on-sale securitization transactions and broker/dealer services.

We finance our business through cash on hand, secured and unsecured 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 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.

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In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations and cash flows have been included.

Our results of operations for the three- and six-month periods ended June 30, 2025 and 2024, are not necessarily indicative of the results to be expected for the full year or any other future period.

Our results of operations for the three- and nine-month periods ended September 30, 2025 and 2024, are not necessarily indicative of the results to be expected for the full year or any other future period.

Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted.

6 unchanged sentences

We have established various special purpose entities or securitization trusts for the purpose of securitizing certain assets that are not consolidated in our financial statements as described below in Securitization of Assets.

Since we have assessed that we have power over and receive the benefits from those special purpose entities that are formed for the purpose of holding our assets on our balance sheet, we have concluded we are the primary beneficiary and should consolidate these entities under the provisions of ASC 810.

entities and should consolidate them under the provisions of ASC 810.

We also have certain subsidiaries we deem to be voting interest entities that we control through our ownership of voting interests and accordingly consolidate.

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This evaluation requires significant judgment regarding, but not limited to, the severity and duration of the impairment;

the ability and intent to hold the securities until recovery;

the ability and intent to hold the investment until recovery;

financial condition, liquidity, and near-term prospects of the issuer;

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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.

Our ability and intent to hold certain receivables may change from time to time depending on a number of factors including economic, liquidity and capital market conditions.

Our ability and intent to hold certain receivables may change from time to time depending on a number of factors including our liquidity needs and economic and capital market conditions.

At inception of the arrangement, the carrying value of receivables held for investment represents the present value of the note, lease or other payments, net of any unearned fee income, which is recognized as income over the term of the note or lease using the effective interest method.

Receivables that are held for investment are carried at amortized cost, net of any unamortized acquisition premiums or discounts and include origination and acquisition costs, as applicable.

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

Our initial investment and principal repayments of these receivables are classified as investing activities and the interest collected is

classified as operating activities in our consolidated statements of cash flows.

Receivables that we intend to sell in the short-term are classified as held-for-sale and are carried at the lower of amortized cost or fair value on our balance sheet, which is assessed on an individual asset basis.

The purchases and proceeds from receivables that we have classified as held-for-sale at

origination are classified as operating activities in our consolidated statements of cash flows.

The purchases and proceeds from receivables that we have classified as held-for-sale at origination are classified as operating activities in our consolidated statements of cash flows.

Interest collected is classified as an operating activity in our consolidated statements of cash flows.

4 unchanged sentences

We may enter into real estate transactions which may be characterized as “failed sale-leaseback” transactions as defined under ASC Topic 842, Leases , and thus are accounted for as financing transactions similarly to our receivables as described herein.

Receivables are typically eligible for the fair value option, an election which is made on an investment by investment basis, and the associated unrealized gain or loss is recorded as a component of net income in our statements of operations.

We evaluate our receivables for an allowance as determined under ASC Topic 326 Financial Instruments- Credit Losses (“Topic 326”) and for our internally derived asset performance categories included in Note 6 to our financial statements on at least a quarterly basis and more frequently when economic or other conditions warrant such an evaluation.

6 unchanged sentences

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 sectors in which we invest, 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 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.

4 unchanged sentences

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.

Debt securities

Debt securities are loans 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 debt securities are classified as investing activities and the interest collected is classified as operating activities in our consolidated statements of cash flows.

We evaluate our debt securities 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 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 securities 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 securities are amortized or accreted into interest income using the effective interest method.

Securitization of Assets

12 unchanged sentences

Cash flows related to our securitizations at origination are classified as operating activities in our consolidated statements of cash flows.

We account for our retained interests in securitization trusts 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 .

We account for our retained interests in securitization trusts similar to available-for-sale debt securities and carry them at fair value, with changes in fair value recorded in AOCI pursuant to ASC 325-40, Beneficial Interests in Securitized Financial Assets .

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

25 unchanged sentences

The interest rate derivatives we use are intended to be designated as cash flow hedges and are considered highly effective in reducing our exposure to the interest rate risk that they are designated to hedge.

This effectiveness is required in order to

qualify for hedge accounting.

This effectiveness is required in order to qualify for hedge accounting.

Instruments that meet the required hedging criteria are formally designated as hedging instruments at the inception of the derivative contract.

13 unchanged sentences

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

14 unchanged sentences

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

We record compensation expense for unvested grants that vest solely based on service conditions on a straight-line basis over the

vesting period of the entire award based upon the fair market value of the grant on the date of grant.

We record compensation expense for unvested grants that vest solely based on service conditions on a straight-line basis over the vesting period of the entire award based upon the fair market value of the grant on the date of grant.

Fair market value for restricted common stock is based on our share price on the date of grant.

11 unchanged sentences

Basic earnings per share is calculated by dividing net income attributable to controlling stockholders (after consideration of the earnings allocated to unvested grants, if applicable) by the weighted-average number of shares of common stock outstanding during the period excluding the weighted average number of unvested grants, if applicable (“participating securities” as defined in Note 12 to our financial statements).

Diluted earnings per share is calculated by dividing net income attributable to controlling stockholders (after consideration of the earnings allocated to unvested grants, if applicable) by the weighted-average number of shares of common stock outstanding during the period plus other potential common stock instruments if they are dilutive.

stock outstanding during the period plus other potential common stock instruments if they are dilutive.

Other potentially dilutive common stock instruments include our unvested restricted stock, other equity-based awards, and Convertible Notes.

17 unchanged sentences

Recently Issued Accounting Pronouncements

Accounting standards updates issued before August 8, 2025, and effective after June 30, 2025, are not expected to have a material effect on our consolidated financial statements and related disclosures.

Accounting standards updates issued before November 7, 2025, and effective after September 30, 2025, are not expected to have a material effect on our consolidated financial statements and related disclosures.

Fair Value Measurements

4 unchanged sentences

We use our judgment and consider factors specific to the financial assets and liabilities in determining the significance of an input to the fair value measurements.

As of June 30, 2025 and December 31, 2024, only our retained interests in securitization trusts, our derivatives, and our debt securities were carried at fair value on the consolidated balance sheets on a recurring basis.

As of September 30, 2025 and December 31, 2024, our retained interests in securitization trusts, our derivatives, receivables for which we have elected the fair value option, and our debt securities were carried at fair value on the consolidated balance sheets on a recurring basis.

The three levels of the fair value hierarchy are described below:

3 unchanged sentences

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.

Unless otherwise discussed below, fair values for our Level 2 and Level 3 measurements are measured using a discounted cash flow model, the inputs to which consist of base interest rates and spreads over base rates.

Spreads 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.

Our Senior Unsecured Notes (as defined below) and Convertible Notes are valued using a market-based approach and observable prices.

The receivables held-for-sale, if any, are carried at the lower of cost or fair value, as determined on an individual asset basis.

As of June 30, 2025

The receivables held-for-sale, if any and excluding those on which we have elected the fair value option, are carried at the lower of cost or fair value, as determined on an individual asset basis.

As of September 30, 2025

Fair Value Carrying

1 unchanged sentence

$ 2,989 $ 3,094 Level 3

Receivables held-for-sale 50 43 Level 3

Receivables held-for-sale (1)

242 235 Level 3

Debt securities (2)

4 unchanged sentences

Liabilities (4)

Credit facilities $ 161 $ 161 Level 3

Commercial paper notes 670 670 Level 3

5 unchanged sentences

Derivative liabilities 7 7 Level 2

(1) The amortized cost of our debt securities as of June 30, 2025, was $ 8 million.

(2) The amortized cost of our retained interests in securitization trusts net of allowance for credit losses as of June 30, 2025 was $ 321 million.

(1) Included in our receivables held-for-sale balance as of September 30, 2025 are $ 191 million of receivables for which we have elected the fair value option.

(2) The amortized cost of our debt securities as of September 30, 2025, was $ 73 million.

(3) The amortized cost of our retained interests in securitization trusts net of allowance for credit losses as of September 30, 2025 was $ 325 million.

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

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

Receivables held-for-sale carried at fair value

The following table reconciles the beginning and ending balances for our Level 3 receivables held-for-sale for which we have elected the fair value option:

For the three months ended September 30, For the nine months ended September 30,

2025 2024 2025 2024

(in millions)

Balance, beginning of period $ — $ — $ — $ —

Investments in receivables held-for-sale

Unrealized gains (losses) on receivables held-for-sale (1)

Balance, end of period $ 191 $ — $ 191 $ —

(1) Included in Gain on sale of assets within our statements of operations and in Non-cash gain on securitization within our statement of cash flows.

We elected fair value on these assets as we intend to securitize them with an institutional investor in the near term, and presenting them at fair value on our balance sheet best presents the economics we expect to realize from such transactions.

We valued these assets using a discounted cash flow valuation technique using a weighted average discount rate of 6.5 % as of September 30, 2025.

The assets have an aggregate unpaid principal amount of $ 170 million, and no assets are past due.

Debt Securities

The following table reconciles the beginning and ending balances for our Level 3 debt securities that are carried at fair value on a recurring basis:

For the three months ended September 30, For the nine months ended September 30,

2025 2024 2025 2024

(in millions)

Balance, beginning of period $ 13 $ 7 $ 7 $ 7

Purchases of debt securities

Unrealized gains (losses) on debt securities recorded in OCI

Balance, end of period $ 75 $ 18 $ 75 $ 18

We had the following debt securities in an unrealized loss position:

Estimated Fair Value Unrealized Losses (1)

Count of Assets

Assets with a loss shorter than 12 months Assets with a loss longer than 12 months Assets with a loss shorter than 12 months Assets with a loss longer than 12 months Assets with a loss shorter than 12 months Assets with a loss longer than 12 months

(in millions)

September 30, 2025 $ — $ 7 $ — $ 1 — 5

December 31, 2024 — 7 — 1 — 5

(1) Loss positions are due to interest rates movements and are not indicative of credit deterioration.

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

In determining the fair value of our debt securities, we used a market-based risk-free rate and added a range of interest rate spreads based upon transactions involving similar assets of approximately 3 % to 8 % as of September 30, 2025 and 3 % as of December 31, 2024.

The weighted average discount rates used to determine the fair value of our debt securities as of September 30, 2025 and December 31, 2024 were 9.7 % and 6.7 %, respectively.

Retained interests in securitization trusts

The following table reconciles the beginning and ending balances for our Level 3 retained interest in securitization trust assets that are carried at fair value on a recurring basis, with changes in fair value recorded through AOCI:

For the three months ended June 30, For the six months ended June 30,

For the three months ended September 30, For the nine months ended September 30,

2025 2024 2025 2024

6 unchanged sentences

Unrealized gains (losses) on retained interests in securitization trusts recorded in OCI

( 3 ) ( 5 ) 4 ( 12 )

Balance, end of period $ 278 $ 258 $ 278 $ 258

4 unchanged sentences

(in millions)

June 30, 2025 $ 60 $ 158 $ 2 $ 50 24 72

September 30, 2025 $ 55 $ 157 $ 2 $ 48 21 72

December 31, 2024 67 152 4 52 28 69

1 unchanged sentence

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

In determining the fair value of our retained interests in securitization trusts, we used a market-based risk-free rate and added a range of interest rate spreads based upon transactions involving similar assets of approximately 1 % to 5 % as of June 30, 2025 and 1 % to 6 % as of December 31, 2024.

The weighted average discount rates used to determine the fair value of our retained interests in securitization trusts as of June 30, 2025 and December 31, 2024 were 7.0 % and 7.3 %, respectively.

In determining the fair value of our retained interests in securitization trusts, we used a market-based risk-free rate and added a range of interest rate spreads based upon transactions involving similar assets of approximately 1 % to 5 % as of September 30, 2025 and 1 % to 6 % as of December 31, 2024.

The weighted average discount rates used to determine the fair value of our retained interests in securitization trusts as of September 30, 2025 and December 31, 2024 were 7.0 % and 7.3 %, respectively.

Non-recurring Fair Value Measurements

Our financial statements may include non-recurring fair value measurements related to acquisitions and non-monetary transactions, if any.

Our financial statements may include non-recurring fair value measurements related to acquisitions and non-monetary transactions.

Assets acquired in a business combination, if any, are recorded at their fair value.

1 unchanged sentence

Concentration of Credit Risk

Our receivables and debt securities are backed by 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.

Our receivables and debt securities are backed by various projects, the U.S.

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

Additionally, certain of our investments are collateralized by projects concentrated in certain geographic regions throughout the United States.

1 unchanged sentence

We had cash deposits that are subject to credit risk as shown below:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in millions)

7 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.

During the six months ended June 30, 2025, 81,498 OP units were redeemed by non-controlling interest holders.

No OP units were redeemed by non-controlling interest holders during the six months ended June 30, 2024.

During the nine months ended September 30, 2025, 137,046 OP units were redeemed by non-controlling interest holders.

No OP units were redeemed by non-controlling interest holders during the nine months ended September 30, 2024.

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

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The following summarizes certain transactions with securitization trusts:

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

3 unchanged sentences

Proceeds from securitizations 37 114 343 927

Cash received from retained interests in securitization trusts and servicing

Cash received from retained interests in securitization trusts and servicing fees 7 7 18 13

In connection with securitization transactions, we typically retain servicing responsibilities and residual interests in the securitization trusts.

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Other than our retained interests in the trusts’ assets, the investors and the securitization trusts have no recourse to our other assets for failure of debtors to pay when due.

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 all-in discount rate ranged from 6.2 % to 7.0 % for the six months ended June 30, 2025.

As of June 30, 2025 and December 31, 2024, our managed assets totaled $ 14.6 billion and $ 13.7 billion, respectively, of which $ 7.4 billion and $ 7.1 billion, respectively, were securitized assets held in unconsolidated securitization trusts or other investors’ portions of assets held in co-investment structures.

As of June 30, 2025 and December 31, 2024, the securitization trusts held $ 6.3 billion and $ 6.2 billion, respectively, of notes due to investors.

In computing gains and losses on securitizations, we use discount rates which consist of base interest rates and spreads over these base rates.

Spreads are based on a review of comparable recent transactions and we consider them to be Level 3 unobservable inputs.

Depending on the nature of the transaction risks, the all-in discount rate ranged from 5.8 % to 7.0 % for the nine months ended September 30, 2025.

As of September 30, 2025 and December 31, 2024, our managed assets totaled $ 15.0 billion and $ 13.7 billion, respectively, of which $ 7.5 billion and $ 7.1 billion, respectively, were securitized assets held in unconsolidated securitization trusts or other investors’ portions of assets held in co-investment structures.

As of September 30, 2025 and December 31, 2024, the securitization trusts held $ 6.3 billion and $ 6.2 billion, respectively, of notes due to investors.

We have an allowance for losses on our retained interests in securitization trusts related to assets secured by property assessed clean energy liens, as a result of our estimates of cash flows due to prepayments on certain of these assets.

1 unchanged sentence

The following table reconciles our beginning and ending allowance for loss on securitization residual assets:

Three months ended June 30, 2025 Three months ended June 30, 2024

Three months ended September 30, 2025 Three months ended September 30, 2024

Government Commercial Government Commercial

3 unchanged sentences

Ending balance $ — $ 3 $ — $ 3

Six months ended June 30, 2025 Six months ended June 30, 2024

Nine months ended September 30, 2025 Nine months ended September 30, 2024

Government Commercial Government Commercial

3 unchanged sentences

Ending balance $ — $ 3 $ — $ 3

As of June 30, 2025, there were no material payments from debtors to the securitization trusts that were greater than 90 days past due.

As of September 30, 2025, there were no material payments from debtors to the securitization trusts that were greater than 90 days past due.

Of our retained interests in securitization trusts, 55 % are related to c ontracts where the underlying cash flows are secured by an interest in real estate which are typically senior in terms of repayment to other financings.

Receivables from contracts for the installation of energy efficiency and other technologies are the source of cash flows of 45 % of our securitization residual assets.

These technologies are installed in facilities owned by, or operated for or by, federal, state or local government entities where the ultimate obligor for the receivable is a governmental entity.

These technologies are typically installed in facilities owned by, or operated for or by, federal, state or local government entities where the ultimate obligor for the receivable is a governmental entity.

The contracts may have guarantees of energy savings from third-party service providers, which typically are entities rated investment grade by an independent rating agency.

Our Portfolio

As of June 30, 2025, our Portfolio included approximately $ 7.2 billion of equity method investments, receivables, real estate and debt securities on our balance sheet.

As of September 30, 2025, our Portfolio included approximately $ 7.5 billion of equity method investments, receivables, real estate and debt securities on our balance sheet.

The equity method investments represent our non-controlling equity investments in energy transition projects.

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In addition, we consider the overall economic environment, the sectors in which we invest, the effect of local, industry and broader economic factors, the impact of any variation in weather and the historical and anticipated trends in interest rates, defaults and loss severities for similar transactions.

The following is an analysis of the Performance Ratings of our Portfolio as of June 30, 2025, which is assessed quarterly:

The following is an analysis of the Performance Ratings of our Portfolio as of September 30, 2025, which is assessed quarterly:

Portfolio Performance

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

As of June 30, 2025, our allowance for losses on receivables was $ 55 million based on our expectation of credit losses over the lives of the receivables in our portfolio.

During the three months ended June 30, 2025, we increased our reserve by approximately $ 1 million, driven primarily by changes in project-specific assumptions used to predict future credit losses related to the receivable described above which was moved to Category 2 in our Portfolio Performance analysis.

Below is a summary of the carrying value of our receivables held-for-investment, loan funding commitments, and allowance by type of receivable or “Portfolio Segment”, as defined by Topic 326, as of June 30, 2025 and December 31, 2024:

June 30, 2025 December 31, 2024

As of September 30, 2025, our allowance for losses on receivables was $ 58 million based on our expectation of credit losses over the lives of the receivables in our portfolio.

During the three months ended September 30, 2025, we increased our reserve by approximately $ 3 million, driven primarily by loans and loan commitments made during the period.

September 30, 2025 December 31, 2024

Gross Carrying Value Loan Funding Commitments Allowance Gross Carrying Value Loan Funding Commitments Allowance

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Total $ 3,152 $ 349 $ 58 $ 2,946 $ 545 $ 50

(1) As of June 30, 2025, 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.

(1) As of September 30, 2025, this category of assets includes $ 1.6 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.

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For those assets in Performance Rating 1, the credit worthiness of the obligor combined with the various structural protections of our assets cause us to believe we have a low risk we will not receive our invested capital, however we recorded a $ 54 million allowance on these $ 3.1 billion in assets as a result of lower probability assumptions utilized in our allowance methodology.

(2) As of June 30, 2025, our government receivables include $ 6 million of U.S.

(2) As of September 30, 2025, our government receivables include $ 5 million of U.S.

federal government transactions and $ 26 million of transactions where the ultimate obligors are state or local governments.

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The following table reconciles our beginning and ending allowance for loss on receivables by Portfolio Segment:

Three months ended June 30, 2025 Three months ended June 30, 2024

Three months ended September 30, 2025 Three months ended September 30, 2024

Government Commercial Government Commercial

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Ending balance $ — $ 58 $ — $ 49

Six months ended June 30, 2025 Six months ended June 30, 2024

Nine months ended September 30, 2025 Nine months ended September 30, 2024

Government Commercial Government Commercial

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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 June 30, 2025:

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 September 30, 2025:

Total Less than 1

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Weighted average yield by period 9.2 % 10.7 % 9.9 % 9.2 % 7.9 %

Debt securities

The following table provides a summary of our anticipated maturity dates of our debt securities and the weighted average yield for each range of maturities as of September 30, 2025:

Total Less than 1

year 1-5 years 5-10 years More than 10

(dollars in millions)

Maturities by period (excluding allowance) $ 75 $ — $ — $ 5 $ 70

Weighted average yield by period 9.6 % — % — % 3.1 % 10.0 %

We had no debt securities that were impaired or on non-accrual status as of September 30, 2025 or December 31, 2024, and no allowances associated with our debt securities.

Equity Method Investments

We have made non-controlling equity investments in a number of projects that we account for as equity method investments.

As of June 30, 2025, we held the following equity method investments:

As of September 30, 2025, we held the following equity method investments:

Investee Carrying Value

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Jupiter Equity Holdings LLC

We have a preferred equity interest in Jupiter Equity Holdings LLC (“Jupiter”) that owns nine operating onshore wind projects and four operating utility-scale solar projects with an aggregate capacity of approximately 2.3 gigawatts.

Through June 30, 2025, 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.

We have a preferred equity interest in Jupiter Equity Holdings LLC (“Jupiter”) that owns eight operating onshore wind projects and four operating utility-scale solar projects with an aggregate capacity of approximately 2.0 gigawatts.

In the third quarter of 2025, Jupiter sold a utility-scale wind project back to the project sponsor.

Jupiter will record a GAAP loss upon the sale, the amount of which is unknown at this time.

We will be allocated a portion of Jupiter’s operating results inclusive of this loss through HLBV during the quarter ended December 31, 2025, due to our one-quarter reporting lag.

Through September 30, 2025, 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 $ 83 million in loans to Jupiter for both payments related to winter storm Uri as well as for 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.

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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 June 30, 2025, reflecting final funding true-ups after all projects reached substantial completion.

We have made investments in the preferred cash equity interests of Daggett of approximately $ 232 million through September 30, 2025, 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.

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We have preferred equity interests 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.

investments in the preferred cash equity interests of the Lighthouse 2 of approximately $ 420 million through June 30, 2025.

We have made investments in the preferred cash equity interests of the Lighthouse 2 of approximately $ 420 million through September 30,

Alongside the project sponsor and under terms outlined in the partnership agreement, we have made $ 16 million in working capital loans to Lighthouse 2 primarily for payments related to winter storm Uri.

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

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.

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

Lighthouse 2 is governed by a limited liability company agreement between us and the sponsor serving as managing member which contains 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.

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(“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.

HASI CarbonCount and KKR Hoops have each committed $ 1 billion to CCH1 to be invested in eligible assets during an 18 month investment period, which was extended to 30 months in May 2025.

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

In May 2025, the investment period was extended to 30 months through November 2026.

In addition, HASI, through its indirect subsidiaries, HASI 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 Board”) currently composed of four directors, two of whom are appointed by us and two of whom are appointed by KKR Hoops.

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

Pursuant to the service agreement, the 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.

CCH1 is governed by a board of directors (the “CCH1 Board”) currently composed of four directors, two of whom are appointed by us and two of whom are 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 Services 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 Board until either joint venture party’s commitment has been fully invested or upon the date that the 30 -month investment period described above expires or is earlier terminated.

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 30 -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.

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To date, both we and KKR have each funded $ 524 million of our individual $ 1 billion commitment amount.

As of June 30, 2025, CCH1 contains $ 1.1 billion book value in assets, 79 % of which are receivables or debt securities.

In the second quarter of 2025, CCH1 entered into an agreement to issue up to $ 592 million of senior notes due 2045 pursuant to a note purchase agreement, $ 200 million of which had been issued as of June 30, 2025.

As of September 30, 2025, CCH1 contains $ 1.2 billion book value in assets, 75 % of which are receivables or debt securities.

In the second quarter of 2025, CCH1 entered into an agreement to issue up to $ 592 million of senior notes due 2045 pursuant to a note purchase agreement, $ 250 million of which had been issued as of September 30, 2025.

Proceeds from the senior notes will be used to make investments incremental to the $ 1 billion commitment per investor.

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

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024 Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024 Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

(in millions)

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Additional investments made in related party loans

37 79 132 172

Principal collected from related party loans 259 17 338 260

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The facility matures in April 2028.

As of June 30, 2025, there are no outstanding borrowings under the facility and approximately $ 9 million of remaining unamortized financing costs associated with the unsecured revolving credit facility 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.

As of September 30, 2025, there are $ 161 million outstanding borrowings under the facility and approximately $ 8 million of remaining unamortized financing costs associated with the unsecured revolving credit facility 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 current interest rate on the unsecured revolving credit facility is 5.84 %.

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 up to 0.10 % to the extent our Portfolio achieves certain targeted levels of carbon emissions avoidance, as measured by our CarbonCount © metric.

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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.

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.

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An amount equal to the proceeds of our Credit-Enhanced Commercial Paper Notes are allocated to either the acquisition or refinance of, in whole or in part, eligible green projects, including assets that are neutral to negative on incremental carbon emissions.

As of June 30, 2025, we have no Credit-Enhanced Commercial Paper Notes outstanding under the facility.

As of September 30, 2025, we have $ 95 million Credit-Enhanced Commercial Paper Notes outstanding under the facility, which bear an average borrowing cost of 4.25 %.

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

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Fees paid on the drawn letters of credit may be adjusted by 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 June 30, 2025, we have no remaining unamortized financing costs associated with the Credit-enhanced commercial paper program and associated letter of credit.

As of September 30, 2025, we have no remaining unamortized financing costs associated with the program and associated letter of credit.

The associated letter of credit contains terms, conditions, covenants, and representations and warranties that are customary and typical for a transaction 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 declare.

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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 June 30, 2025, we had $ 357 million principal amount of Standalone Commercial Paper Notes outstanding, which bear an average borrowing cost of 5.46 % and mature in 2025.

As of September 30, 2025, we had $ 577 million principal amount of Standalone Commercial Paper Notes outstanding, which bear an average borrowing cost of 4.98 % and mature in 2025.

Senior secured revolving credit agreement

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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”).

We are in compliance with all covenants as of June 30, 2025 and December 31, 2024.

We are in compliance with all covenants as of September 30, 2025 and December 31, 2024.

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

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We used a portion of the proceeds to complete a cash tender offer to repurchase $ 400 million principal amount of 2026 Notes for $ 395 million and $ 300 million principal amount of 2027 Notes for $ 314 million, inclusive of accrued interest through the settlement date.

The net premium paid of $ 5 million, the write-off of debt issuance costs of $ 4 million, and approximately $ 2 million of expenses incurred in relation to the tender, are recorded in interest expense within our consolidated statement of operations.

The following are summarized terms of the Senior Unsecured Notes as of June 30, 2025:

The net premium paid of $ 5 million, the write-off of debt issuance costs of $ 4 million, and approximately $ 2 million of expenses incurred in relation to the tender offer, are recorded in interest expense within our consolidated statement of operations.

The following are summarized terms of the Senior Unsecured Notes as of September 30, 2025:

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

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in millions)

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The following table presents interest expense related to the Senior Unsecured Notes:

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

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Interest Expense

50 40 139 108

Convertible Notes

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Holders may convert or exchange any of their Convertible Notes into shares of our common stock at the applicable conversion or exchange ratio at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, unless the Convertible Notes have been previously redeemed or repurchased by us.

The following are summarized terms of the Convertible Notes as of June 30, 2025:

The following are summarized terms of the Convertible Notes as of September 30, 2025:

Outstanding Principal Amount Maturity Date Stated Interest Rate Interest Payment Dates Conversion/Exchange Ratio Conversion/Exchange Price Issuable Shares Dividend Threshold Amount (1)

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(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) In the second quarter of 2025, we used $ 220 million in proceeds from our unsecured revolving line of credit to repay the 2025 Exchangeable Senior Notes inclusive of its accrued interest which was paid at maturity in the form of an accreted premium.

(2) In the second quarter of 2025, we used $ 220 million in proceeds from our unsecured revolving line of credit to repay the 2025 Exchangeable Senior Notes inclusive of accrued interest which was paid at maturity in the form of an accreted premium.

For 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.

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Upon any exchange of these 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 or 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.

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:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in millions)

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The following table presents interest expense related to our Convertible Notes:

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

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CarbonCount Term Loan Facility

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 $ 241 million.

We have entered into a CarbonCount Term Loan Facility (the “Unsecured Term Loan Facility”) with a syndicate of banks.

Under the Unsecured Term Loan Facility, which matures in 2027, loans can be prepaid without penalty.

Principal amounts under the Unsecured Term Loan Facility will bear interest at a rate of Term SOFR plus applicable margins based on our current credit rating, which may be adjusted 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 June 30, 2025, the applicable margin is 1.875 % plus 0.10 %, and the current interest rate is 6.25 %.

As of September 30, 2025, the applicable margin is 1.875 % plus 0.10 %.

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

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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, and the facility matures in 2027.

Amounts which were due under the term loan facility as of June 30, 2025 are as follows:

As of September 30, 2025, the outstanding principal and accrued interest balance is $ 238 million, and the current interest rate is 6.08 %.

Amounts which were due under the Unsecured Term Loan Facility as of September 30, 2025 are as follows:

Future maturities

(in millions)

July 1, 2025 to December 31, 2025 $ 6

October 1, 2025 to December 31, 2025 $ 3

Unamortized Financing Costs ( 3 )

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The Unsecured Term Loan Facility contains terms, conditions, covenants, and representations and warranties that are customary and typical for a transaction 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, stock repurchases and dividends we declare.

The term loan facility also includes customary events of default and remedies.

The Unsecured Term Loan Facility also includes customary events of default and remedies.

Secured Term Loan

We have a secured term loan (“Secured Term Loan”) with a maturity date of January 2028, under which principal amounts bear interest at a rate of Daily Term SOFR plus a credit spread of 2.25 %, plus 0.10 %.

We have a secured term loan (the “Secured Term Loan”) with a maturity date of January 2028, under which principal amounts bear interest at a rate of Daily Term SOFR plus a credit spread of 2.25 %, plus 0.10 %.

We are required to hold interest rate swaps with notional values equal to 85 % of the outstanding principal amount of the loan.

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The Secured Term Loan also includes customary events of default and remedies.

As of June 30, 2025, the outstanding principal and accrued interest balance is $ 162 million, the interest rate as of the last rate reset is 6.70 %, and we have receivables, retained interests in securitization trusts, and equity method investments pledged with a carrying value of $ 416 million.

Amounts which were due under the Secured Term Loan Facility as of June 30, 2025 are as follows:

As of September 30, 2025, the outstanding principal and accrued interest balance is $ 159 million, the interest rate as of the last rate reset is 6.74 %, and we have receivables, retained interests in securitization trusts, and equity method investments pledged with a carrying value of $ 416 million.

Amounts which were due under the Secured Term Loan Facility as of September 30, 2025 are as follows:

Future maturities

(in millions)

July 1, 2025 to December 31, 2025 $ 6

October 1, 2025 to December 31, 2025 $ 2

Unamortized Financing Costs ( 2 )

Carrying Value $ 157

Delayed-draw term loan agreement

In November 2025, we entered into an agreement that provides for a delayed-draw term loan facility in an aggregate principal amount of up to $ 250 million, available to be drawn during the period from March 16, 2026 through the earlier of June 15, 2026 or the date when the full principal amount is drawn.

Drawn loans, if any, mature on June 15, 2028.

The facility has a commitment fee during the availability period, and bears interest at a rate of SOFR or alternative base rate plus applicable margins based on our current credit rating.

The current applicable margins are 1.650 % for SOFR-based loans and 0.650 % for alternative base rate-based loans.

The delayed-draw term loan 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, stock repurchases, and dividends we can declare.

The delayed-draw term loan facility also includes customary events of default and remedies.

Non-recourse debt

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Maturity Carrying Value of Assets Pledged as of

June 30, 2025 December 31, 2024 Interest

Rate Maturity Date June 30, 2025 December 31, 2024 Description

September 30, 2025 December 31, 2024 Interest

Rate Maturity Date September 30, 2025 December 31, 2024 Description

of Assets Pledged

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Scheduled debt service payment requirements are equal to or less than the cash flows received from the underlying receivables.

(2) The total collateral pledged against our non-recourse debt was $ 305 million and $ 307 million as of June 30, 2025 and December 31, 2024, respectively.

These amounts include $ 16 million and $ 20 million of restricted cash pledged for debt service payments as of June 30, 2025 and December 31, 2024, respectively.

(2) The total collateral pledged against our non-recourse debt was $ 308 million and $ 307 million as of September 30, 2025 and December 31, 2024, respectively.

These amounts include $ 14 million and $ 20 million of restricted cash pledged for debt service payments as of September 30, 2025 and December 31, 2024, respectively.

We have pledged the financed assets, and typically our interests in one or more parents or subsidiaries of the borrower that are legally separate bankruptcy remote special purpose entities as security for the non-recourse debt.

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The debt agreements contain terms, conditions, covenants and representations and warranties that are customary and typical for transactions of this nature, including 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 and stock repurchases.

The agreements also include customary events of default, the occurrence of which may result in termination of the agreements, acceleration of amounts due and accrual of default

The agreements also include customary events of default, the occurrence of which may result in termination of the agreements, acceleration of amounts due and accrual of default interest.

We typically act as servicer for the debt transactions.

We were in compliance with all covenants as of June 30, 2025 and December 31, 2024.

We were in compliance with all covenants as of September 30, 2025 and December 31, 2024.

We have guaranteed the accuracy of certain of the representations and warranties and other obligations of certain of our subsidiaries under certain of the debt agreements and provided an indemnity against certain losses from “bad acts” of such subsidiaries including fraud, failure to disclose a material fact, theft, misappropriation, voluntary bankruptcy or unauthorized transfers.

The stated minimum maturities of non-recourse debt as of June 30, 2025, were as follows:

The stated minimum maturities of non-recourse debt as of September 30, 2025, were as follows:

Future minimum maturities

(in millions)

July 1, 2025 to December 31, 2025 $ 6

October 1, 2025 to December 31, 2025 $ 2

Thereafter 76

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Interest Rate Swaps

We have entered into certain derivatives designed to hedge interest rate risk with certain of our floating-rate interest exposures, 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 certain derivatives designed to hedge interest rate risk with certain of our floating-rate interest exposures, including floating-rate loans from our Unsecured Term Loan Facility, unsecured revolving credit facility, Secured Term Loan and the anticipated refinancings of certain of our Senior Unsecured Notes.

From time to time we may also enter into forward-starting interest rate swaps to hedge interest rate risks associated with incremental debt we expect to issue.

We have entered into the following derivative transactions that are designated as cash flow hedges as of June 30, 2025:

We have entered into the following derivative transactions that are designated as cash flow hedges as of September 30, 2025:

Instrument type Hedged Rate Notional Value Fair Value as of Term of derivative and forecasted transactions

Index June 30, 2025 December 31, 2024

Index September 30, 2025 December 31, 2024

$ in millions

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Interest rate swap Overnight SOFR 3.72 % 375 3 11 June 2027 to June 2037

Interest rate swap

Overnight SOFR 3.18 % to 3.21 %

250 1 — March 2026 to March 2031

$ 1,986 $ 13 67

(1 ) In the second quarter of 2025, we partially settled $ 250 million notional of this hedge, which previously had a notional value of $ 400 million, for cash proceeds of approximately $ 11 million.

(1 ) In the second quarter of 2025, we partially settled $ 250 million notional of this swap, which previously had a notional value of $ 400 million, for cash proceeds of approximately $ 11 million.

The associated benefit in AOCI will be released into net income as a benefit to interest expense over the period of the forecasted transaction.

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

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

(3) Consists of multiple 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 June 30, 2025, all of our derivatives were designated as hedging instruments which were deemed to be effective.

As of June 30, 2025, we have posted $ 7 million of collateral, which is netted against the derivative liability included in accounts payable, accrued expenses, and other on our balance sheet.

We hold $ 19 million of collateral posted by our counterparties, $ 17 million of which we have netted against the derivative asset which is included in other assets on our balance sheet, with the remainder being included in accounts payable, accrued expenses, and other.

As of September 30, 2025, all of our derivatives were designated as hedging instruments which were deemed to be effective.

As of September 30, 2025, we have posted $ 7 million of collateral, which is netted against the derivative liability included in accounts payable, accrued expenses, and other on our balance sheet.

We hold $ 4 million of collateral posted by our counterparties which we have netted against the derivative asset which is included in other assets on our balance sheet.

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

6 unchanged sentences

Amounts released into interest expense ( 3 )

Ending Balance - June 30, 2025

We expect a net benefit of approximately $ 2 million to be released out of AOCI into interest expense over the 12 months following June 30, 2025.

The below table shows the benefit (expense) included in interest expense as a result of our hedging activities for the three and six months ended June 30, 2025 and 2024, respectively.

Three months ended June 30, Six months ended June 30,

Ending Balance - September 30, 2025 $ 47

We expect a net benefit of approximately $ 3 million to be released out of AOCI into interest expense over the 12 months following September 30, 2025.

The below table shows the benefit (expense) included in interest expense as a result of our hedging activities for the three and nine months ended September 30, 2025 and 2024, respectively.

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

13 unchanged sentences

In connection with some of our transactions, we have provided certain limited representations, warranties, covenants and/or provided an indemnity against certain losses resulting from our own actions, including related to certain investment tax credits.

As of June 30, 2025, there have been no such actions resulting in claims against the Company.

As of September 30, 2025, there have been no such actions resulting in claims against the Company.

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, 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.

As of June 30, 2025, we have no liability recorded as a result of these guarantees as we believe it is not probable we will be required to perform under them.

As of June 30, 2025, we have not been asked to perform under them.

As of September 30, 2025, we have no liability recorded as a result of these guarantees as we believe it is not probable we will be required to perform under them.

As of September 30, 2025, we have not been asked to perform under them.

We have made a guarantee related to the financing of four of our joint venture entities that own debt securities of energy efficiency projects.

We received $ 73 million of the proceeds of this financing arrangement, and in turn have guaranteed the obligations of the entity related to this financing, which includes collateral posting requirements as well as repayment of the financing at maturity in August 2025.

As of June 30, 2025, our maximum obligation under this guarantee is approximately $ 87 million.

We received $ 88 million of the proceeds of this financing arrangement, and in turn have guaranteed the obligations of the entity related to this financing, which includes collateral posting requirements as well as repayment of the financing at maturity in February 2026.

As of September 30, 2025, our maximum obligation under this guarantee is approximately $ 104 million.

We believe the likelihood of having to perform under the guarantee is remote, have recorded no liability associated with this guarantee, and presently have not been required to post collateral as the assets of the joint venture entities are enough to support the financing obligation.

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

We recorded an income tax expense of approximately $ 38 million and $ 62 million for the three and six months ended June 30, 2025, compared to a $ 10 million and $ 57 million income tax expense in the three and six months ended June 30, 2024.

For the three and six months ended June 30, 2025 and 2024, our income tax expense was determined using the statutory federal tax rate of 21%, and combined state tax rates, net of federal benefit, of approximately 5 % for 2025 and 4 % for 2024.

We recorded an income tax benefit (expense) of approximately $( 34 ) million and $( 97 ) million for the three and nine months ended September 30, 2025, compared to a $ 7 million and $( 49 ) million income tax benefit (expense) in the three and nine months ended September 30, 2024.

For the three and nine months ended September 30, 2025 and 2024, our income tax benefit (expense) was determined using the statutory federal tax rate of 21%, and combined state tax rates, net of federal benefit, of approximately 5 % for 2025 and 4 % for 2024.

Dividends and Distributions

9 unchanged sentences

8/7/2025 10/3/2025 10/17/2025 $ 0.420

11/6/2025 12/29/2025 (1)

1/9/2026 $ 0.420

(1) This dividend is treated as a distribution in the year following the record date for tax purposes.

13 unchanged sentences

Q2 2025 ATM 2.755 26.91 (2)

Q3 2025 ATM 2.435 27.94 (2)

(1) Net proceeds from the offerings are shown after deducting underwriting discounts and commissions.

2 unchanged sentences

We have issued equity awards that vest from 2025 to 2029 subject to service, performance and market conditions.

During the six months ended June 30, 2025, our board of directors awarded employees and directors 849,478 shares of restricted stock, restricted stock units and LTIP Units that vest from 2026 to 2029.

During the nine months ended September 30, 2025, our board of directors awarded employees and directors 887,627 shares of restricted stock, restricted stock units and LTIP Units that vest from 2026 to 2029.

Refer to Note 4 to our financial statements in this Form 10-Q for background on the LTIP Units.

For the three and six months ended June 30, 2025 we recorded $ 6 million and $ 15 million of stock based compensation, respectively, compared to $ 8 million and $ 15 million during the three and six months ended June 30, 2024, respectively.

For the three and nine months ended September 30, 2025 we recorded $ 6 million and $ 21 million of stock based compensation, respectively, compared to $ 4 million and $ 19 million during the three and nine months ended September 30, 2024, respectively.

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 and restricted stock units was approximately $ 29 million as of June 30, 2025.

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

The total unrecognized compensation expense related to awards of shares of restricted stock and restricted stock units was approximately $ 24 million as of September 30, 2025.

We expect to recognize compensation expense related to our equity 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:

9 unchanged sentences

Forfeited ( 37,185 ) 28.01 ( 1.1 )

Ending Balance — June 30, 2025 441,164 $ 28.58 $ 12.6

Ending Balance — September 30, 2025 449,922 $ 28.46 $ 12.8

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

11 unchanged sentences

Forfeited ( 26,810 ) 54.04 ( 1.4 )

Ending Balance — June 30, 2025 48,450 $ 39.29 $ 1.9

Ending Balance — September 30, 2025 47,556 $ 39.29 $ 1.9

(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.

12 unchanged sentences

Forfeited ( 10,800 ) 27.77 ( 0.3 )

Ending Balance — June 30, 2025 640,357 $ 28.15 $ 18.1

Ending Balance — September 30, 2025 660,357 $ 28.16 $ 18.7

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

11 unchanged sentences

Forfeited ( 125,550 ) 54.77 ( 6.9 )

Ending Balance — June 30, 2025 529,793 $ 40.68 $ 21.6

Ending Balance — September 30, 2025 529,793 $ 40.68 $ 21.6

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

13 unchanged sentences

Forfeited — — —

Ending Balance — June 30, 2025 247,759 $ 27.30 $ 6.8

Ending Balance — September 30, 2025 247,759 $ 27.30 $ 6.8

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

7 unchanged sentences

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

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

15 unchanged sentences

Weighted-average number of OP units 1,757,228 1,608,735 1,663,733 1,510,634

As of June 30,

As of September 30,

Participating securities:

Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions outstanding at period end 1,110,280 874,124

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

8 unchanged sentences

Equity Method Investments

As of both June 30, 2025 and December 31, 2024, we had 47 investments which we accounted for using the equity method.

As of both September 30, 2025 and December 31, 2024, we had 47 investments which we accounted for using 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.

9 unchanged sentences

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 June 30, 2025 and December 31, 2024, we have accumulated other comprehensive income net of tax effect of $ 34 million and $ 23 million respectively, related to the interest rate swaps designated as cash flow hedges by our investees.

As of September 30, 2025 and December 31, 2024, we have accumulated other comprehensive income net of tax effect of $ 28 million and $ 23 million respectively, related to the interest rate swaps designated as cash flow hedges by our investees.

Palmetto HASI Holdings LLC

2 unchanged sentences

Balance Sheet

As of March 31, 2025

As of June 30, 2025

Current assets $ 61 $ 1,113 $ 1,174

3 unchanged sentences

Members’ equity

1,590 11,332 12,922

As of December 31, 2024

4 unchanged sentences

Members’ equity

974 11,319 12,293

Income Statement

For the three months ended March 31, 2025

For the six months ended June 30, 2025

Revenue 25 662 687

1 unchanged sentence

Net income (loss) ( 37 ) ( 67 ) ( 104 )

For the the three months ended March 31, 2024

For the the six months ended June 30, 2024

Revenue 1 499 500

3 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-Q

Item 1. Financial Statements