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Item 1. Business

2026-02-13 compared with 2025-02-14 · 83 added, 168 removed, 174 unchanged (59% of the section changed)

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This strategy has enabled us to generate attractive risk-adjusted returns and provide stockholders with diversified exposure to the energy transition.

We are internally managed by an executive team that has extensive relevant industry knowledge and experience, and a team of over 150 full-time investment, operating, and technical professionals.

We are internally managed by an executive team that has extensive relevant industry knowledge and experience, and oversees a team of over 170 full-time investment, operating, and technical professionals.

We have long-standing, programmatic relationships with some of the leading U.S.

clean energy project developers, owners and operators, utilities, and energy service companies, which provide recurring, investment and fee-generating opportunities, while also enabling scale benefits and operational and transactional efficiencies.

Partnering with these clients, we are able to earn attractive risk-adjusted returns by investing in a variety of asset classes across our three primary climate solutions markets:

Partnering with these clients, we make investments in a variety of asset classes across our three primary climate solutions markets:

Behind the Meter Grid-Connected Fuels, Transport, and Nature

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• Ecological restoration

Through December 31, 2024, we have cumulatively closed more than 1,250 investments spanning more than 100 different clients since 1998.

Our investments take many forms, including equity, joint ventures, real estate, commercial and government receivables or securities, and other financing transactions.

With over $13 billion in managed assets, including a portfolio of $6.6 billion in assets retained on our balance sheet, our investments span a broad range of sustainable infrastructure assets, which in aggregate represent more than 7 gigawatts (GW) of solar power capacity (including 3.5 GW utility-scale) and more than 4 GW of onshore wind power capacity–which together generate 20 terawatt-hours (TWh) of electricity annually–as well as battery storage capacity of more than 1 GW, RNG facilities with the capacity to produce more than 40 million diesel gallons-equivalent, more than 1,000 commercial fleet vehicles, and more than 375 energy efficiency projects.

Through December 31, 2025, we have cumulatively closed more than 1,300 investments spanning more than 150 different clients over a period of 30 years.

Our investments take many forms, including equity, joint ventures, real estate, receivables or securities, and other financing transactions.

With over $16 billion in Managed Assets, including a Portfolio of $7.6 billion in assets retained on our balance sheet, our investments span a broad range of sustainable infrastructure assets, which in aggregate represent more than 8 gigawatts (GW) of solar power capacity (including more than 4 GW utility-scale) and more than 7 GW of onshore wind power capacity as well as battery storage capacity of more than 2 GWh, RNG facilities with the capacity to produce more than 57 million diesel gallons-equivalent, more than 1,200 commercial fleet vehicles, and more than 380 energy efficiency projects.

In aggregate, we estimate our investments enable the avoidance of approximately 10 million metric tons of carbon dioxide equivalent annually (based on the aggregate of each of our project’s first year of operations).

We completed approximately $2.3 billion of transactions during both 2024 and 2023, and from 2020 through 2024 we have closed more than $10 billion of transactions.

We completed approximately $4.3 billion and $2.3 billion of transactions during 2025 and 2024, respectively, and from 2020 through 2025 we have closed more than $14 billion of transactions.

As of December 31, 2025, our managed assets totaled approximately $16.1 billion, and generally fall into one of three categories:

(1) our Portfolio, which primarily consists of receivables and equity method investments we have retained on our balance sheet, (2) the portion of assets in our co-investment structures that are not included in our Portfolio but held by our investment partners in these structures, and (3) assets we have securitized by transferring all or a portion of the economics of the transaction, typically using securitization trusts, to institutional investors in exchange for cash and, in certain cases, residual interests in the trusts and ongoing fees.

(1) our Portfolio, which primarily consists of receivables and equity method investments we have retained on our balance sheet, (2) fee-generating assets in our co-investment structures that are not included in our Portfolio but held by our investment partners in these structures, and (3) assets we have securitized by transferring all or a portion of the economics of the transaction, typically using securitization trusts, to institutional investors in exchange for cash and, in certain cases, residual interests in the trusts and ongoing fees.

As of December 31, 2025, our Portfolio totaled approximately $7.6 billion, consisting of over 700 investments.

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The mix of our Portfolio is expected to vary over time, as we seek to manage the diversity of our Portfolio by, among other factors, project type, project operator, type of investment, type of technology, transaction size, geography, obligor, and maturity.

As of December 31, 2024, assets held in our co-investment structures that were not consolidated as part of our Portfolio but held by our investment partners in these structures totaled approximately $300 million.

As of December 31, 2024, we also managed approximately $6.8 billion in securitized assets held in unconsolidated securitization trusts.

As of December 31, 2025, fee-generating assets held in our co-investment structures that were not consolidated as part of our Portfolio but held by our investment partners in these structures totaled approximately $951 million.

As of December 31, 2025, we also managed approximately $7.2 billion assets held in unconsolidated securitization trusts.

The returns we generate on our investments are generally derived from five primary sources:

(1) interest income, (2) income from equity method investments, (3) gains on the sale of assets through securitizations, (4) fee revenue from co-investment vehicles and securitized assets that we manage, and (5) residual income generated by the portion of securitized assets that we have retained.

Management operates and evaluates the business with a particular focus on growing Adjusted earnings per share, as well as Adjusted Net Investment Income, which represents interest income and rental income revenue plus equity method investments earnings (a non-GAAP adjustment to our income from equity method investments that we believe is a useful indicator of the underlying economics of our investments) less interest expense and excluding the amortization of real estate intangibles and non-cash equity compensation expense.

Management operates and evaluates the business with a particular focus on growing Adjusted Earnings per share, as well as Adjusted Recurring Net Investment Income, which represents interest and rental income and management fee and retained interest income plus adjusted income from equity method investments (a non-GAAP adjustment to our income from equity method investments that we believe is a useful indicator of the underlying economics of our investments), less interest expense and excluding the amortization of real estate intangibles and non-cash equity compensation expense.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for further information on our non-GAAP financial measures.

We have achieved success as a leading pure play publicly-traded investor in sustainable infrastructure assets because of a number of differentiating qualities that we believe provide us with a competitive advantage in the market.

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We refer to potential opportunities as being part of our pipeline if we have determined that the project fits within our investment strategy and exhibits the appropriate risk and reward characteristics through an initial credit analysis, including a quantitative and qualitative assessment of the opportunity, as well as research on the relevant market and sponsor.

Our pipeline represents transactions that could potentially close in the next 12 months.

There can, however, be no assurance with regard to any specific terms of such pipeline transactions or that any or all of the transactions in our pipeline will be completed.

Our pipeline represents transactions that could potentially close in the next 12 months in which we will be the lead originator, as well as opportunities in which we may participate with other institutional investors.

There can be no assurance with regard to any specific terms of such pipeline transactions or that any or all of the transactions in our pipeline will be completed.

As of December 31, 2025, our pipeline consisted of more than $6.5 billion in new equity, debt and real estate opportunities.

Of our pipeline, 48% is related to BTM assets and 25% is related to GC assets, with the remainder related to FTN.

We fund our investments in climate solutions using a broad range of financing sources including corporate unsecured bonds, convertible bonds, non-recourse or recourse debt from banks and financial institutions, equity, syndications and off-balance sheet securitization structures.

We manage our short-term liquidity needs through short-term commercial paper issuances and revolving credit facilities.

Of our pipeline, 35% is related to BTM assets, 37% is related to GC assets, 20% is related to FTN assets, with the remainder related to “Next Frontier” assets, which represent opportunities in adjacent markets where potential investments align with our investment strategy.

We fund our investments in climate solutions using a broad range of financing sources including corporate unsecured bonds, convertible bonds, secured or unsecured debt from banks and financial institutions, equity, syndications and off-balance sheet securitization structures.

We manage our short-term liquidity needs through short-term commercial paper issuances and a revolving credit facility.

In addition, certain of our debt issuances meet the environmental eligibility criteria for green bonds as defined by the International Capital Markets Association’s Green Bond Principles, which we believe makes our debt more attractive for many investors compared to such offerings that do not qualify under these principles.

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Beginning in 2013, we became one of the first capital providers to evaluate the climate impact of our investments, and we measure and report the efficiency with which all HASI investments avoid carbon emissions using CarbonCount®, our proprietary quantitative impact score of the avoided carbon dioxide equivalent emissions.

In 2017, we believe we were the first U.S-based public company to commit to the Climate Disclosure Standards Board led initiative on implementing the recommendations of the Financial Stability Board’s Task Force for Climate-related Financial Disclosures (“TCFD”).

In 2017, we believe we were the first U.S-based public company to commit to the Climate Disclosure Standards Board’s voluntary initiative on implementing the recommendations of the Financial Stability Board’s Task Force for Climate-related Financial Disclosures (“TCFD”).

We are a member of the Partnership for Carbon Accounting Financials (“PCAF”), a global financial industry-led partnership to implement a consistent and transparent disclosure framework to report carbon emissions and avoided emissions resulting from financed assets, and report our financed and avoided emissions under that framework.

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MARKET OVERVIEW

The market for sustainable infrastructure assets remains strong and continues to grow, supported by three major trends impacting the U.S.

The market for sustainable infrastructure assets remains strong and continues to grow, supported by four major trends impacting the U.S.

economy and energy markets, which we expect will continued for several years.

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This outlook is underscored by a breadth of forecasts including McKinsey & Company (“McKinsey”) which estimates growth in U.S.

electricity demand of more than 1,000 terawatt-hours (TWh) between 2024 and 2030, with power demand from data centers alone requiring 50 gigawatts (GW) of new generating capacity, and requiring energy infrastructure investment of more than $500 billion, excluding costs for transmission and distribution and computer equipment within the data centers.

Second is the heightened focus on energy prices stemming from the inflation shock experienced between 2022 and 2024, which we believe will support the desire to supply this energy demand growth from an “all of the above” energy strategy that includes a breadth of energy sources, with a specific focus on the lowest cost sources of electricity like solar power.

electricity demand of approximately 750 terawatt-hours (TWh) between 2025 and 2030, while 451 Research anticipates that power demand from data centers will increase from 50 gigawatts (GW) in 2024 to over 130 GW in 2030.

McKinsey finds that globally, data center capital expenditures are expected to exceed $1.7 trillion by 2030, excluding IT hardware.

Second is the heightened focus on energy prices stemming from ongoing inflation experienced since 2022 and the expectation that power prices may continue to rise, which we believe will support the desire to supply this energy demand growth from an “all of the above” energy strategy that includes a breadth of energy sources, with a specific focus on the lowest cost sources of electricity like solar power.

Third is the greater awareness and appreciation of the scientific consensus that climate change is linked to human activities, as well as the substantial and growing financial costs of environmental disasters related to climate change.

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• Behind-the-Meter (“BTM”) :

distributed renewable energy projects which reduce energy cost and/or usage through residential, commercial & industrial, and community solar power and energy storage deployments, as well as energy efficiency improvements such as heating, ventilation, and air conditioning systems (HVAC), lighting, energy controls, roofs, windows, building shells, and/or combined heat and power systems.

The off-taker or counterparty for BTM assets may be the building owner or occupant, and our investment may be secured by the installed improvements or other real estate rights;

distributed renewable energy projects which reduce energy cost and/or usage and increase resiliency through residential, commercial & industrial, and community solar power and energy storage deployments, as well as energy efficiency improvements such as heating, ventilation, and air conditioning systems (HVAC), lighting, energy controls, roofs, windows, building shells, and/or combined heat and power systems.

The offtaker or counterparty for BTM assets may be the building owner or occupant, and our investment may be secured by the installed improvements or other real estate rights;

• Grid-Connected (“GC”) :

utility-scale renewable energy projects that deploy cleaner energy sources, such as solar, solar-plus-storage, and wind, to generate cleaner, lower cost energy.

The off-takers or counterparties for GC assets may be utility, electric users, or participants in the wholesale electric power markets who have entered into contractual commitments, such as power purchase agreements (“PPAs”), to purchase power produced by a renewable energy project at a specified price with potential price escalators for a portion of the project’s estimated life;

The offtakers or counterparties for GC assets may be utilities, electricity users, or participants in the wholesale electric power markets who have entered into contractual commitments, such as power purchase agreements (“PPAs”), to purchase power produced by a renewable energy project at a specified price with potential price escalators for a portion of the project’s estimated life;

• Fuels, Transport, and Nature (“FTN”):

a range of infrastructure assets that are designed to reduce emissions and/or provide environmental benefits in projects beyond the power grid, such as transportation and fuels, including renewable natural gas (RNG) plants, transportation fleet enhancements, and ecological restoration projects, among others.

For FTN assets, the off-takers may be oil and gas refiners, industrial companies, and vertically integrated electric utilities.

For FTN assets, the offtakers may be oil and gas refiners, industrial companies, and vertically integrated electric utilities.

One of the defining criteria of our investment strategy is that all HASI investments are neutral to negative on incremental carbon emissions or have some other tangible environmental benefit such as reducing water consumption or increasing resilience to extreme weather events.

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• With growth in data centers, domestic manufacturing, and the electrification of transportation, industry, and other sectors of the economy expected to drive U.S.

power demand higher, we expect clean energy assets that provide

lower cost and faster speed-to-market solutions that supply that demand will provide a growing number of opportunities to invest at attractive rates of return;

power demand higher, we expect clean energy assets that provide lower cost and faster speed-to-market solutions that supply that demand will provide a growing number of opportunities to invest at attractive rates of return;

• With solar and wind energy, on an unsubsidized basis, representing the lowest cost source of electricity, according to Lazard Inc.’s “Levelized Cost of Energy” reports, given zero feedstock cost and no direct exposure to the volatility of fossil fuel commodity prices, clean energy should not only be in high demand but generate superior economic returns;

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• supported by underlying, long-term recurring cash flows;

• contracted with creditworthy, incentivized off-takers;

• rely upon proven commercial technologies;

• contracted with creditworthy, incentivized offtakers;

• reliant upon proven commercial technologies;

• originated by programmatic clients

One of the primary metrics we utilize to measure our return on capital is a cash-on-cash internal rate of return over the life of the investment.

One of our primary metrics to measure our return on capital is a cash-on-cash internal rate of return over the life of the investment.

In order to generate superior risk-adjusted returns, we believe it is important not only to pursue investments that yield attractive returns but also investments where risk can be sufficiently mitigated.

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In addition, we typically secure our investments with collateral that we are confident will support the return of our capital, further lowering the risk of our investments.

We make our investments via a variety of structures, including:

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

• commercial and government receivables or securities, and

• real estate.

Our equity investments in climate solutions projects are operated by various renewable energy companies or by joint ventures in which we participate.

We make our investments via a variety of structures, including equity investments in either preferred or common structures in unconsolidated entities, receivables and securities.

Our equity investments in energy transition and infrastructure projects are operated by various renewable energy companies or by joint ventures in which we participate.

These transactions allow us to participate in the cash flows associated with these projects, typically on a priority basis.

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Investing greater than 10% of our assets in any single investment requires the approval of a majority of our independent directors.

We may adjust the mix and duration of our assets over time in order to allow us to manage various aspects of our Portfolio, including expected risk-adjusted returns, macroeconomic conditions, liquidity, availability of adequate financing for our assets, and our exemption from registration as an investment company under the 1940 Act.

We may adjust the mix and duration of our assets over time in order to allow us to manage various aspects of our Portfolio.

Factors considered in managing the Portfolio include expected risk-adjusted returns, macroeconomic conditions, liquidity, availability of adequate financing for our assets, and our exemption from registration as an investment company under the 1940 Act.

We believe that our long history of climate solutions investing, the experience, expertise and relationships of our management team, the anticipated credit strength of the obligors or investees involved in our investments and the size and growth potential of our market, position us well to capitalize on our strategy.

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FINANCING STRATEGY

Our financing strategy is focused on lowering our cost of capital while also growing and diversifying our sources of capital.

We believe we have available a broad range of financing sources as part of our strategy to fund our investments.

We may finance our investments through the use of cash on hand, debt which may be either recourse or non-recourse and either fixed-rate or floating-rate, or equity, and may also finance such transactions through the use of off-balance sheet securitizations or syndication structures.

When issuing debt, we generally provide the estimated carbon emission savings using CarbonCount.

In addition, certain of our debt issuances meet the environmental eligibility criteria for green bonds as defined by the International Capital Markets Association’s Green Bond Principles, which we believe makes our debt more attractive for certain investors compared to such offerings that do not qualify under these principles.

In 2024, we established CarbonCount Holdings 1 LLC (“CCH1”), a co-investment structure established to jointly invest $2 billion in certain eligible climate positive projects with an affiliate of Kohlberg Kravis Roberts & Co.

Financial Statements and Supplementary Data, Note 6 to our financial statements for further information on CCH1.

Our financing strategy is focused on lowering our cost of capital while also growing and diversifying our sources of capital, as we seek to minimize the amount of equity we issue while continuing to manage leverage within credit rating agency limits.

We believe we have available a broad range of financing sources to fund our growing investment volume.

We may finance our investments through the use of cash on hand, debt which may be either secured or unsecured and either fixed-rate or floating-rate, or equity, and may also finance transactions through the use of off-balance sheet securitizations or co-investment structures.

During 2025, we issued $500 million principal amount of junior subordinated notes which mature in 2056.

The rating agencies give partial equity treatment to this type of issuance and therefore, it reduces our reliance on equity issuance to maintain our credit ratings.

Also during 2025, we received a third investment grade rating from a major rating agency.

Achieving investment grade status improved our access to capital and lowered our cost of capital.

In addition, we believe the use of co-investment structures reduces our reliance on raising additional capital to fund our business, while providing additional returns from asset management fee income.

In 2024, we established CarbonCount Holdings 1 LLC (“CCH1”), a co-investment structure, to jointly invest $2 billion in certain eligible climate positive projects with an affiliate of Kohlberg Kravis Roberts & Co.

(“KKR”) In 2025, we increased the equity commitment to $1.5 billion per investor and agreed to allow CCH1 to issue up to $1.5 billion in unsecured debt, for a total of $4.5 billion of capital to be invested in eligible projects by CCH1.

See Note 6 to our audited financial statements in this Form 10-K for further information on CCH1.

We may consider further use of similar structures to allow us to expand the investments that we make or to manage our Portfolio diversification.

During 2024, we received a second investment grade rating from a major rating agency, which enabled our bonds to be included in investment grade bond indices.

Achieving investment grade status has further enhanced our financing strategy by improving our access to capital and lowering our cost of capital.

Certain of the assets we originate have a risk and return profile which makes them better suited for other institutional investors rather than for inclusion in our own Portfolio.

We finance such investments via securitization transactions, where we transfer all or a portion of an investment to a securitization trust in exchange for cash and/or residual interests in the trust, and in some cases, ongoing fees.

The availability of securitization counterparties has remained high throughout various market cycles due to investor demand for high credit quality, long-term climate-positive investments.

We may arrange such securitizations of loans or other assets prior to originating the transaction and thus avoid exposure to credit spread, interest rate and funding risks.

We also typically manage and service these assets in exchange for fees.

The decision on how we finance our business is largely driven by our target capital structure, and by market conditions including the overall interest rate environment, prevailing credit spreads and the terms of available financing.

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Over time, as market conditions change, we may use other forms of financial leverage in addition to these financing arrangements.

Although we are not restricted by any regulatory requirements as to the type or amount of financial leverage we may use, our Board has established a target limit of our leverage ratio, defined as the ratio of debt to equity, of at or below 2.5 to 1, and a target range for our percentage of fixed rate debt to total debt of between 75% and 100%, allowing for percentages as low as 70% on a short term basis if we intend to repay or swap floating rate borrowings in the near term.

Operationally, we target a leverage ratio below our Board’s target limit, in the range of 1.8 to 2.0 to 1.

Our Board has established a target range for our percentage of fixed rate debt to total debt of between 75% and 100%, allowing for percentages as low as 70% on a short term basis if we intend to repay or swap floating rate borrowings in the near term.

See additional discussion in “Item 7.

Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources” regarding our ongoing evaluation of our leverage limits and fixed-rate debt targets.

In our off-balance sheet financings, we transfer all or a portion of an investment to a securitization trust in exchange for cash and/or residual interests in the trust, and in some cases, ongoing fees.

The availability of securitization counterparties has remained high throughout various market cycles due to investor demand for high credit quality, long-term climate-positive investments.

We may arrange such securitizations of loans or other assets prior to originating the transaction and thus avoid exposure to credit spread, interest rate and funding risks.

We also typically manage and service these assets in exchange for fees.

We may also use other funds or structures such as CCH1 where institutional investors purchase all or a portion of the economics of the transaction and where we may receive upfront or ongoing fees for managing the assets.

We periodically provide other services, including arranging financings that are held on the balance sheets of other investors and advising various companies with respect to structuring investments.

When issuing debt, we generally provide the estimated carbon emission savings using CarbonCount.

In addition, certain of our debt issuances meet the environmental eligibility criteria for green bonds as defined by the International Capital Markets Association’s Green Bond Principles, which we believe makes our debt more attractive for certain investors compared to other offerings that do not qualify under these principles.

Refer to “Item 7.

Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources”, for additional discussion on our financings and our ratios and “Item 8.

Financial Statements and Supplementary Data, Notes 5, 7 and 8 to our financial statements for further information on the types and amounts of our financing activities.

Financial Statements and Supplementary Data”, Notes 5, 7 and 8 to our audited financial statements for further information on the types and amounts of our financing activities.

HUMAN CAPITAL STRATEGY

An emphasis on a durable social fabric, including engaged, collaborative, and fairly compensated staff, is an important factor in our financial success.

Our culture is focused on hiring and retaining highly talented employees with diverse perspectives and empowering them to create value for our stockholders, and our success is dependent on employee understanding of and investment in their role in that value creation.

We believe that emphasizing a durable social fabric, including engaged, collaborative, and fairly compensated staff, is an important factor in our financial success.

Our culture is focused on hiring, developing and retaining highly talented employees with diverse perspectives and empowering them to create value for our stockholders, and our success is dependent on our employees understanding and investing in their role in that value creation in relation to their execution of our business plan.

Our employees are responsible for upholding our vision, purpose, and values.

Our employees are typically engaged in our mission of sustainability and we believe this engagement improves their performance, as well as our employee recruitment and retention.

Our chief executive officer periodically leads employee meetings intended to reinforce the importance of our mission and regularly meets with small groups of employees to receive their feedback on our business.

Our chief executive officer periodically leads employee

meetings intended to reinforce the importance of our mission and regularly meets with small groups of employees to receive their feedback on our business.

We also meet no less than quarterly as a Company to provide information to employees on our strategy, mission, and financial results.

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Managers hold performance conversations with their employees on a periodic basis to ensure they receive adequate performance feedback, and to allow managers to both obtain insight into how to support the development of their staff and to ensure that performance expectations are clear and aligned with the overarching objectives of the Company.

We also provide continuous dialogue in between these formal touchpoints.

Managers also engage in frequent dialogue in between these formal touchpoints.

We believe we provide attractive benefits that promote the health of our employees and their families and design compelling job opportunities, aligned with our mission, in an energizing work environment.

We also encourage our employees to continue to develop in their careers, including by obtaining advanced degrees or professional certifications.

We also encourage our employees to continue to develop in their careers.

We compensate our employees according to our fair remuneration policies and believe in paying for performance.

Therefore, employees typically receive a portion of their compensation in the form of annual bonuses as well as equity grants which are both tied in part to the Company’s financial performance.

Therefore, employees typically receive a portion of their compensation in the form of annual bonuses as well as equity grants in addition to competitive base salaries, which are both tied in part to the Company’s financial performance.

In addition to competitive base salaries, cash bonuses, and equity participation for most employees, we are committed to continuously evaluating and ensuring the competitiveness of our benefits offerings so that we meet the various needs of our employees and their families.

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Employees who hold divergent opinions are encouraged to voice their views.

We track and report internally on key talent metrics including workforce demographics, critical role pipeline data, and engagement and inclusion indices.

Decisions regarding staffing, selection, and promotions are made on the basis of individual qualifications related to the requirements of the position.

We track and report internally on key talent metrics including workforce demographics, and engagement and inclusion indices.

We view our workforce as a strategic asset.

Decisions regarding staffing, selection, and promotions are made on the basis of both our business needs and the skills, competencies, experience, and performance of the individuals considered for each role.

We endeavor to select qualified individuals from a diverse pool of candidates derived from broad outreach efforts when we are recruiting.

We are committed to the development and/or promotion of highly-qualified personnel from all demographics including women, people of color and other recognized groups for management and Board positions.

We are committed to the development and/or promotion of highly-qualified personnel from all demographics including women, people of color and other underrecognized groups for management and Board positions.

We comply with all applicable federal, state, and local employment and civil rights laws.

Our policy is “equal pay for equal work” in compliance with applicable state law.

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SUSTAINABILITY, IMPACT AND CORPORATE GOVERNANCE

We own and invest in a diversified portfolio of climate solutions projects focused on reducing or mitigating the impacts of climate change.

We own and invest in a diversified portfolio of sustainable infrastructure projects focused on reducing or mitigating the impacts of climate change.

Under the direction of our chief executive officer and our Board, we are focused on achieving a high level of environmental and social responsibility and strong corporate governance.

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We have also adopted policies focused on minimizing the environmental impact of our operations.

In 2021, we established

targets for our transition to net-zero carbon emissions by 2050 using the foundational framework developed by the Science Based Targets Initiative.

In 2021, we established targets for our transition to net-zero carbon emissions by 2050 using the foundational framework developed by the Science Based Targets Initiative.

We recognize that the effects of pollution, environmental degradation, increased climate-fueled extreme weather events, and the economic transition away from fossil fuels fall most heavily on certain communities in our society, especially rural communities and communities of color.

We know that the effects of climate change are already disproportionately impacting disadvantaged communities, and these adverse outcomes will be exacerbated if we do not eliminate harmful g reenhouse gas emissions.

Equally so, we acknowledge the legacy of discriminatory policies in creating and perpetuating this imbalance.

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• our Board is not staggered, with each of our directors subject to re-election annually;

• our Board has determined that eight of our ten directors are independent for purposes of the New York Stock Exchange (“NYSE”) corporate governance listing standards and Rule 10A-3 under the Exchange Act;

• our Board has determined that ten of our twelve directors are independent for purposes of the New York Stock Exchange (“NYSE”) corporate governance listing standards and Rule 10A-3 under the Exchange Act;

• we have a lead independent director of our Board that convenes and chairs executive sessions of the independent directors to discuss certain matters without management or the chairman present;

• we have separated the executive chairman and chief executive officer roles;

• three of our directors qualify as an “audit committee financial expert” as defined by the Securities and Exchange Commission (the “SEC”);

• four of our directors (including our lead independent director) are women and two of our directors are people of underrepresented ethnicity constituting 40% and 20% respectively, of our Board in furtherance of our board diversity policy;

• we have separated the chairperson and chief executive officer roles;

• four of our directors qualify as an “audit committee financial expert” as defined by the Securities and Exchange Commission (the “SEC”);

• five of our directors (including our lead independent director) are women and two of our directors are people of underrecognized ethnicity constituting 42% and 17%, respectively, of our Board in furtherance of our board diversity policy;

• a target retirement age of 75 has been established for our directors;

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In order to foster the highest standards of ethics and conduct in all business relationships, we have adopted a Code of Business Conduct and Ethics policy (the “Code of Conduct”).

This policy covers a wide range of business practices and procedures and applies to our officers, directors, employees, agents, representatives, and consultants.

In addition, we have implemented whistleblowing procedures designed to facilitate the report of accounting and auditing matters as well as Code of Conduct matters (the “Whistleblower Policy”) that sets forth procedures by which any Covered Persons (as defined in the Whistleblower Policy) may report, on a confidential basis, concerns regarding, among other things, any questionable or unethical accounting, internal accounting controls or auditing matters with our Audit Committee as well as any potential Code

of Conduct or ethics violations with our Nominating, Governance and Corporate Responsibility Committee or our Chief Legal Officer.

We have adopted a Statement of Corporate Policy Regarding Equity Transactions that governs the process to be followed in the purchase or sale of our securities by any of our directors, officers, employees and consultants and prohibits any such persons from buying or selling our securities on the basis of material nonpublic information, and also prohibits our directors and officers from hedging equity securities of the Company, holding such securities in a margin account or pledging such securities as collateral for a loan.

This policy covers a wide range of business practices and

procedures and applies to our officers, directors, employees, agents, representatives, and consultants.

We have adopted a Statement of Corporate Policy Regarding Securities Transactions that governs the process to be followed in the purchase or sale of our securities by any of our directors, officers, employees and consultants and prohibits any such persons from buying or selling our securities on the basis of material nonpublic information, and also prohibits our directors and officers from hedging equity securities of the Company, holding such securities in a margin account or pledging such securities as collateral for a loan.

We review all of these policies on a periodic basis with our employees.

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As discussed in the “Investment Strategy” section above, we quantify the environmental impact of every transaction we execute through the application of CarbonCount.

Our 2024 CarbonCount and avoided emissions for investments originated in 2024 can be found in “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — Environmental Metrics”.

We continue to implement the TCFD recommendations, and the recommended disclosures will be included in our Sustainability and Impact Report, which is not furnished or filed with the SEC and is not deemed to be incorporated by reference into this document.

In addition to the above environmental reporting initiatives, beginning in 2022, we report our corporate emissions under PCAF, a voluntary global financial industry-led partnership to implement a consistent and transparent disclosure framework to report carbon emissions and avoided emissions resulting from financed assets.

When issuing debt, we generally provide the estimated carbon emission savings using CarbonCount, and in some instances are able to achieve better borrowing rates by achieving certain CarbonCount scores.

C ertain of our debt issuances have been evaluated to determine that they meet the environmental eligibility criteria for green bonds as defined by the International Capital Markets Association’s Green Bond Principles.

We also disclose metrics related to our Human Capital Strategy.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Human Capital Metrics”.

We compete against a number of parties, including banks, private equity, hedge or infrastructure investment funds, insurance companies, mutual funds, institutional investors, investment banking firms, specialty finance companies, utilities, independent power producers, project developers, pension funds, governmental bodies, private credit platforms, green banks, and public entities established to own infrastructure assets and other entities.

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Risk Factors—We operate in a competitive market, which may impact the terms of the investments we make.”

INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND OTHER LEADERSHIP TEAM PERSONNEL

Our executive officers and other leadership team personnel and their biographies are provided below.

On February 13, 2025, we announced that Charles W.

Melko will become executive vice president and chief financial officer, Marc T.

Pangburn will become executive vice president and chief revenue and strategy officer, and Nathaniel J.

Rose will become senior managing director, each effective as of March 1, 2025.

Lipson , 57, has served as president and our chief executive officer since 2023.

Prior to becoming chief executive officer, Mr.

Lipson served as an executive vice president and our chief operating officer since 2021 and as our chief financial officer since 2019.

Previously, Mr.

Lipson was president and chief executive officer and director of Congressional Bank (now Forbright Bank).

Lipson also previously served in various roles for CapitalSource, Bank of America, and its predecessor FleetBoston Financial.

Lipson received a Bachelor of Science degree in Economics from Pennsylvania State

University in 1989 and a Master of Business Administration in Finance from New York University’s Leonard N.

Stern School of Business in 1993.

Pangburn , 39, has served as an executive vice president and our chief financial officer since 2023, and prior to that served as a co-chief investment officer from 2021 to 2023.

Pangburn joined the Company in 2013 and previously served as a managing director until 2021.

Prior to joining the Company, Mr.

Pangburn worked at MP2 Capital, a solar development and financing company, where he was responsible for structuring the firm’s transactions, and worked in the private capital group at New York Life Investments, focusing on utilities, energy and infrastructure debt and equity investments.

Pangburn is a member of the President’s Council at Ceres, a non-profit sustainability advocacy organization.

Pangburn received his Bachelor of Arts degree in economics from Drew University.

Nickey , 64, has served as an executive vice president and our chief client officer since 2021.

Nickey previously served as a managing director from 2014 to 2021.

Nickey is responsible for leading business development and managing client relationships.

Nickey currently serves as chair on the board of directors of the American Clean Power Association.

Previously, she founded and served as CEO of Threshold Power.

Nickey received a Bachelor of Business Administration from the University of Notre Dame and a Master of Science in Foreign Service from Georgetown University.

Rose , CFA, 47, has served as executive vice president since 2015 and as a chief investment officer beginning in 2017 and also from 2013 to 2015.

Previously, Mr.

Rose served as our chief operating officer from 2015 to 2017 and has been with the Company and its predecessor since 2000.

Rose has been involved with a vast majority of our transactions since 2000.

Rose received a joint Bachelor of Science and Bachelor of Arts degree from the University of Richmond in 2000 and a Master of Business Administration degree from the Darden School of Business Administration at the University of Virginia in 2009.

Rose is a CFA charter holder and has passed the CPA examination.

He holds a Series 63 and 79 securities licenses.

Viral Amin, 53, joined the Company as a senior vice president in 2023, and in 2024 became executive vice president and chief risk officer.

Amin leads the on-balance sheet portfolio management group and risk management functions, and supports the Company’s underwriting process.

Prior to joining the Company, Mr.

Amin served in a number of roles at DTE Energy, including its vice president of business development, strategy, and mergers and acquisitions of the unregulated portfolio company from 2018 to 2023.

While at DTE, Mr.

Amin held multiple commercial and strategic roles in the utility and non-utility businesses, and ultimately became responsible for the unregulated company’s investment activities overseeing its growth through sourcing, diligence, and execution of new projects in renewable and industrial energy.

Prior to joining DTE, Mr.

Amin worked for several years at Ford Motor Co.

and Visteon Corporation as an engineer.

Amin holds a Bachelor of Science degree and a Master of Science degree in electrical engineering from the University of Michigan, as well as a Master of Business Administration degree from the University of Michigan’s Ross School of Business.

Chuslo , 67, has served as an executive vice president and our general counsel and secretary since 2013 and our chief legal officer since 2021.

Previously, Mr.

Chuslo has served with the predecessor of the Company as general counsel and secretary since 2008.

Chuslo is responsible for governance support to our Board and management and oversees the Company’s legal resources in its investment and portfolio management activities.

Chuslo has more than 30 years of experience in the fields of securities, commercial and project finance, energy project development, and U.S.

federal regulation.

Chuslo received a Bachelor of Arts degree in History from the University of Massachusetts/Amherst and a Juris Doctor from the Georgetown University Law Center.

Katherine McGregor Dent , 52, has served as our senior vice president and chief human resources officer since April 2020, focusing on culture, strategy, and organizational development.

Previously, Ms.

Dent served as vice president, deputy general counsel, and assistant secretary from 2003 to 2020, where she played a key role in structuring, developing, negotiating, and closing billions of dollars of transactions for the Company.

Dent received a Bachelor of Arts in English from Niagara University and a Juris Doctor from the University at Buffalo School of Law.

Dent serves on the board of directors for the YWCA of Annapolis and Anne Arundel County.

McMahon , CFA, 53, has served us as an executive vice president since 2015 and is the head of our syndication group.

He has been with the Company and its predecessor since 2000 in a variety of roles, including as a senior vice president from 2007 to 2015.

He has played a role in analyzing, negotiating, structuring, and managing several billion dollars of transactions.

McMahon received a Bachelor of Arts degree from the University of California, San Diego in 1993, and is a CFA charter holder.

He holds Series 24, 63 and 79 securities licenses.

Melko , CPA, 44, has served as a senior vice president and our chief accounting officer since 2017 and as our treasurer since January 2021.

He joined the Company in 2016 as a senior vice president and controller and has since been responsible for leading the Company’s accounting and financial reporting function.

In his treasurer role, he is involved in the Company’s cash management and related capital markets activities.

Previously, Mr.

Melko served in a number of roles at PricewaterhouseCoopers LLP, including as a senior manager in the National Professional Services Group where he focused on complex financial instruments accounting issues for energy clients.

Melko received a Bachelor of Science degree in

Accountancy, a Master of Business Administration degree and a Master of Science degree in Accountancy from Wheeling Jesuit University.

Melko holds a CPA license in West Virginia and Maryland and is also a Certified Treasury Professional (CTP).

Amanuel Haile-Mariam , 45, has served as a senior managing director since 2024.

Haile-Mariam joined the Company as a managing director in 2021 and is responsible for the Company’s structured investments in Grid-Connected renewable energy markets.

Prior to joining the Company, Mr.

Haile-Mariam worked at GE Energy Financial Services for 15 years, most recently as Managing Director - Head of Capital Advisory and Portfolio, Americas leading the execution, asset management, capital raise and divestment of energy infrastructure projects.

Prior to joining GE Energy Financial Services, Mr.

Haile-Mariam worked at GE Corporate Audit Staff, conducting financial audits, leading simplification and operational excellence projects.

Haile-Mariam received his Bachelor of Science degree in accounting and Master of Business Administration in finance from the University of Connecticut.

Annmarie Reynolds , 55, has served as a senior managing director since 2024.

Reynolds joined the Company as a managing director in 2022 and is responsible for building and growing the Company’s investment in markets beyond current asset classes.

Prior to joining the Company, Ms.

Reynolds worked at The AES Corporation for 22 years serving in several senior roles including chief customer officer from 2019 to 2022, chief commercial officer – US and Eurasia from 2018 to 2019, and prior to that as chief risk officer and managing director climate solutions.

Prior to joining The AES Corporation, Ms.

Reynolds worked several years at New York State Electric and Gas as an energy trader and engineer.

Reynolds received her Bachelor of Science degree in Mechanical Engineering from Rutgers University, The State University of New Jersey.

Daniela Shapiro , 50, has served as a managing director since 2024.

Shapiro joined the Company as managing director in 2022 and is responsible for growing the Company’s investments in Behind-the-Meter opportunities and expanding solutions for broader onsite and as-a-service offerings.

Shapiro has over 20 years of energy industry experience.

Prior to joining the Company, Ms.

Shapiro was the chief financial officer for Guzman Energy and held various other executive positions, including at SoCore/ ENGIE.

Prior to this, Ms.

Shapiro worked in the banking industry for 10 years, where she was responsible for deploying capital in energy and infrastructure assets, including tax equity investments in renewable energy projects.

Shapiro received her Bachelor of Science degree in Electrical Engineering from UNIFEI in Brazil, and her Master of Business Administration degree from Northwestern University’s Kellogg School of Management.

AVAILABLE INFORMATION

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Information on our website is not incorporated by reference in this Form 10-K.

We will make available, free of charge, on our website (a) our Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (including any amendments thereto), proxy statements and other information (collectively, “Company Documents”) filed with, or furnished to, the SEC, as soon as reasonably practicable after such documents are so filed or furnished, (b) Corporate Governance Guidelines, (c) Director Independence Standards, (d) Code of Business Conduct and Ethics policy and (e) written charters of the Audit Committee, Compensation Committee, Nominating, Governance and Corporate Responsibility Committee and Finance and Risk Committee of our Board.

Compensation Committee;

Nominating, Governance and Corporate Responsibility Committee;

and Finance and Risk Committee of our Board.

Company Documents filed with, or furnished to, the SEC are also available for review by the public at the SEC’s website at www.sec.gov.

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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 1. Business