What changed in this filing

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Item 1A. Risk Factors

2026-02-13 compared with 2025-02-14 · 117 added, 107 removed, 536 unchanged (29% of the section changed)

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Many traditional sources of energy such as coal, petroleum-based fuels and natural gas can be influenced by the price of underlying or substitute commodities.

Such prices, which have decreased and may continue to decrease, may reduce the demand for energy efficiency projects or other projects, including renewable energy facilities, that do not rely on fossil fuel energy sources.

For example, low natural gas prices may reduce the demand for projects like renewable energy that can substitute for natural gas.

Low natural gas prices also typically adversely affect both the price available to renewable energy projects under future power sale agreements and the price of the electricity the projects sell on either a forward or a spot-market basis.

Further, as has occurred in the past, technological progress in electricity generation, storage or in the production of traditional fuels or the discovery of large new deposits of traditional fuels could reduce the cost of energy generated from those sources and consequently reduce the demand for the types of projects in which we invest, which could harm our new business origination prospects as well as the value of our existing Portfolio.

Such prices, which have in the past, and may in the future, decrease, may reduce the demand for energy efficiency projects or other projects, including renewable energy facilities, that do not rely on fossil fuel energy sources.

For example, low natural gas prices may reduce the demand for renewable energy projects that can substitute for natural gas.

Low natural gas prices also typically adversely affect both the price available to renewable energy projects under future power sale agreements and the price of the electricity operating projects sell on either a forward or a spot-market basis.

Further, as has occurred in the past, technological progress in electricity generation, storage or production of traditional fuels or the discovery of large new deposits of traditional fuels could reduce the cost of energy generated from those sources and consequently reduce the demand for the types of projects in which we invest, which could harm our new business origination prospects as well as the value of our existing Portfolio.

In addition, volatility in commodity prices, including energy prices, may cause building owners and other parties to be reluctant to commit to projects for which repayment is based upon a fixed monetary value for energy savings that would not decline if the price of energy declines.

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If the market for various types of climate solutions projects or the investment techniques related to such projects do not develop as we anticipate, new business generation in this target area may be adversely impacted.

The market for various types of climate solutions projects is emerging and rapidly evolving, leaving their future success uncertain.

The market for various types of climate solutions projects is emerging and rapidly evolving, leaving the future success of such projects uncertain.

If some or all market segments or investing techniques prove unsuitable for widespread commercial deployment or if demand for such projects or techniques fail to grow sufficiently, the demand for our capital may decline or develop more slowly than we anticipate.

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Many states have a regulatory policy known as net energy metering, or net metering.

Net metering typically allows some project customers to interconnect their on-site solar or other renewable energy systems to the utility grid and offset their utility electricity purchases by receiving a bill credit at the utility’s retail rate for the amount of energy in excess of their electric usage that is generated by their renewable energy system and is exported to the grid.

At the end of the billing period, the customer simply pays for the net energy used or receives a credit at the retail rate if more energy is produced than consumed.

Net metering typically allows some project customers to interconnect their on-site solar or other renewable energy systems to the utility grid

and offset their utility electricity purchases by receiving a bill credit at the utility’s retail rate for the amount of energy in excess of their electric usage that is generated by their renewable energy system and is exported to the grid.

At the end of the billing period, the customer pays for the net energy used or receives a credit at the retail rate if more energy is produced than consumed.

Net metering policies are under review or have been limited or amended in a number of states.

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These regulations and policies could deter customers from purchasing energy efficiency and renewable energy systems.

For example, Federal Energy Regulatory Commission (“FERC”) conducted its own review of grid resiliency and the functioning of electricity markets and has made, and could continue to make, changes to policies and regulations related to the function of the electricity markets and grid resiliency which may negatively impact the use of renewable energy or encourage the use of fossil fuel energy over renewable energy.

For example, Federal Energy Regulatory Commission (“FERC”) conducted a review of grid resiliency and the functioning of electricity markets and has made, and could continue to make, changes to policies and regulations related to the function of the electricity markets and grid resiliency which may negatively impact the use of renewable energy or encourage the use of fossil fuel energy over renewable energy.

This could result in a significant reduction in the potential demand for such systems.

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In addition, there is an increasing trend towards initiating or increasing fixed fees for users to have electricity service from a utility.

These fees could increase our customers’ cost to use energy efficiency and

renewable energy systems not supplied by the utility and make them less desirable, thereby harming our business, prospects, financial condition and results of operations.

These fees could increase our customers’ cost to use energy efficiency and renewable energy systems not supplied by the utility and make them less desirable, thereby harming our business, prospects, financial condition and results of operations.

In addition, any changes to government or internal utility regulations and policies that favor electric utilities could reduce competitiveness and cause a significant reduction in demand for systems in which we invest.

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Our sustainability and governance strategy and practices and the level of transparency with which we are approaching them are foundational to our business and expose us to several risks.

We may fail or be unable to fully achieve one or more of our sustainability and governance goals due to a range of factors within or beyond our control, or we may adjust or modify our goals in light of new information, adjusted projections, or a change in business strategy, which could negatively impact our reputation and our business.

A failure to or perception of a failure to disclose metrics and set goals that are rigorous enough or in an acceptable format, a failure to appropriately manage selection of goals, a failure to or perception of a failure to make appropriate disclosures, stockholder perception of a failure to prioritize the “correct” sustainability and governance goals, or an unfavorable sustainability and governance-related rating by a third party, could negatively impact our reputation and our business.

The environmental, social, and governance (“ESG”) standards, norms, or metrics, are constantly evolving.

In recent years “anti-ESG” sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions, and the President having recently issued an executive order opposing diversity equity and inclusion (“DEI”) initiatives in the private sector.

We may fail or be unable to fully achieve one or more of our sustainability and governance goals due to a range of factors, or we may adjust or modify our goals in light of new information, adjusted projections, or a change in business strategy, which could negatively impact our reputation and our business.

A failure, whether real or perceived, to disclose metrics and set goals that are rigorous enough or in an acceptable format, appropriately select and manage our goals, make appropriate disclosures, or an unfavorable sustainability and governance-related rating by a third party, could negatively impact our reputation and our business.

Environmental, social, and governance (“ESG”) standards, norms, or metrics, are constantly evolving.

In recent years, “anti-ESG” sentiment has gained momentum across the United States, with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions, and the issuance of an executive order opposing diversity equity and inclusion (“DEI”) initiatives in the private sector.

If we do not successfully manage expectations across varied stakeholder interests, such anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, legal opinions, and scrutiny could result in us facing additional compliance obligations, becoming the subject of investigations and enforcement actions, or sustaining reputational harm.

Certain data we utilize in our CarbonCount or similar metric calculations is prepared by third parties or receives limited assurance from and/or verification by third parties and may undergo a less rigorous review process than assurance sought in connection with more traditional audits and such review process may not identify errors and may not protect us from potential liability under the securities laws.

Certain data we utilize in our CarbonCount or similar metric calculations is prepared by third parties or receives limited assurance from and/or verification by third parties.

Accordingly, such metric calculations may undergo a less rigorous review process than assurance sought in connection with more traditional audits and any related review processes may not identify errors or protect us from potential liability under the securities laws.

If errors are identified, our reputation and our business could be negatively impacted.

If we were to seek more extensive assurance or attestation with respect to such sustainability and governance metrics, we may be unable to obtain such assurance or attestation or may face increased costs related to obtaining and/or maintaining such assurance or attestation.

Our business could be negatively impacted if any of our disclosures, including our CarbonCount or similar metrics, reporting to third-party standards, or reporting against our goals, are inaccurate, perceived to be inaccurate, or alleged to be inaccurate.

We operate in a competitive market, which may impact the terms of our investments.

We compete against a number of parties who may provide alternatives to our investments including, among others, a wide variety of financial institutions, government entities and energy industry participants.

Increasing investor acceptance of the climate solutions market has increased the level of competition we experience.

We compete against a number of parties who may provide alternatives to our investments including, among others, a wide variety of financial institutions, including private equity sponsors, government entities and energy industry participants.

We also encounter competition in the form of potential customers or our origination partners electing to use their own capital rather than engaging an outside provider such as us.

Increasing investor acceptance of the climate solutions market has increased the level of competition we experience.

Some of our competitors are significantly larger than we are, have access to greater capital and other resources than we do and may have other advantages over us.

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As a result, competitive pressures we face could have a material adverse effect on our business, financial condition and results of operations.

Our business depends in part on U.S.

federal, state and local government policies, and a decline in the level of government support could harm our business.

The projects in which we invest typically depend in part on various U.S.

Our business is influenced by and depends in part on U.S.

federal, state and local government laws, regulations and policies, and changes in such laws, regulations or policies, or a decline in the level of government support could adversely affect our business.

The projects in which we invest may be influenced by and/or depend in part on various U.S.

federal, state or local governmental policies and incentives that support or enhance project economic feasibility.

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For example, many projects require government permits, licenses, concessions, leases or contracts.

Government entities, due to the wide-ranging scope of their authority, have significant leverage in setting their contractual and regulatory relationships with third parties.

Government entities, due to the wide-ranging scope of their authority, have significant leverage in setting their contractual and regulatory relationships with

third parties.

In addition, government permits, licenses, concessions, leases and contracts are generally very complex, which may result in periods of non-compliance, or disputes over interpretation or enforceability.

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They may also issue new government contracts or fail to extend existing government contracts.

Our ability to originate new assets could be adversely affected if one or more of the

ESCOs or other origination sources with whom we have relationships are suspended or debarred or fail to win new, or renew existing, contracts.

Our ability to originate new assets could be adversely affected if one or more of the ESCOs or other origination sources with whom we have relationships are suspended or debarred or fail to win new, or renew existing, contracts.

A change in the fiscal health, level of appropriations or budgets of U.S.

federal, state and local governments could reduce demand for our investments.

Although our energy efficiency investments do not normally require additional governmental appropriations to cover repayment due to the energy and operating savings derived from the newly installed equipment and systems, a significant decline in the fiscal health, level of appropriations or budgets of government customers may make it difficult for them to remain current on existing payment obligations or undesirable to enter into new energy efficiency improvement projects.

Although our energy efficiency investments do not normally require additional governmental appropriations to cover repayment due to the energy and operating savings derived from the newly installed equipment and systems, a significant decline in the fiscal health, level of appropriations or budgets may make it difficult for our government customers to remain current on existing payment obligations or undesirable to enter into new energy efficiency improvement projects.

Alternatively, some government entities may choose to provide appropriations or other credit support for climate solutions projects, which would negatively impact the use of private capital such as ours.

This could have a material and adverse effect on the return of and return on our investments for existing projects and on our ability to originate new assets.

This could have a material and adverse effect on the return on our investments for existing projects and on our ability to originate new assets.

Moreover, other changes in resources available to governments may also impact their willingness to undertake energy efficiency projects.

For example, an increase in money set aside for government expenditures for energy efficiency projects may reduce demand for our investments.

In addition, to the extent we make investments that involve direct appropriations, we will depend on approval of the necessary spending for the projects.

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Many of our assets pay a fixed rate of interest or provide a fixed preferential return.

With respect to the projects in which we invest, increases in interest rates, have caused, and in general, may in the future cause:

With respect to the projects in which we invest, prior increases in interest rates have caused, and in general, may in the future cause:

(1) project owners to be less interested in borrowing or raising equity and thus reduce the demand for our investments;

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Decreases in interest rates, in general, may over time cause:

(1) project owners to be more interested in borrowing or raising equity thus increase the demand for our assets;

(2) prepayments on our assets, to the extent allowed, to increase;

(3) the interest expense associated with the project’s borrowings to decrease;

(4) the market value of the project’s fixed rate or fixed return assets to increase;

and (5) the market value of any fixed-rate interest rate swap agreements to decrease.

(i) project owners to be more interested in borrowing or raising equity thus increasing the demand for our assets;

(ii) prepayments and refinancings on our assets, to the extent allowed, to increase;

(iii) the interest expense associated with the project’s borrowings to decrease;

(iv) the market value of the project’s fixed rate or fixed return assets to increase;

and (v) the market value of any fixed-rate interest rate swap agreements to decrease.

Adverse developments resulting from changes in interest rates could have a material adverse effect on our business, financial condition and results of operations.

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Upon the subsequent disposition or sale of such assets, we could incur future losses or gains based on the difference between the sale price received and adjusted value of such assets as reflected on our balance sheet at the time of sale.

Any such losses could have a material adverse effect on our business, financial condition and results of operations.

Our projects and their obligors are exposed to an increase in climate change or other change in meteorological conditions, which could have an impact on electric generation, revenue, insurance costs or the ability of the projects or their obligors to honor their contract obligations, all of which could adversely affect our business, financial condition and results of operations and cash flows.

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In addition, many of the project’s end-customers are large entities with wide ranging activities.

A climate related event in a non-related part of the business could have a material adverse impact on the financial strength of such end-customer and their ability to honor their contractual obligations which could negatively impact on revenue and the cash flow of the project and our business.

A climate related event in a non-related part of the business could have a material adverse impact on the financial strength of such end-customer and their

ability to honor their contractual obligations which could negatively impact on revenue and the cash flow of the project and our business.

The preparation of our financial statements, including provision for loan losses, involves use of estimates, judgments and assumptions, and our financial statements may be materially affected if our estimates prove to be incorrect.

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the terms of the power purchase or other use agreements used in such project;

the creditworthiness of the off-taker or project user;

the creditworthiness of the offtaker or project user;

price of power or services now and in the future;

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Our projects may have, or may be permitted to incur, other liabilities or equity preferences that rank equally with, or senior to, our positions or investments in such projects or businesses, as the case may be, including with respect to grants of collateral.

By their terms, such instruments may entitle the holders to receive payment of interest, principal payments or other distributions on or before the dates on which we are entitled to receive payments with respect to the instruments in which we invest.

By their terms, such instruments

may entitle the holders to receive payment of interest, principal payments or other distributions on or before the dates on which we are entitled to receive payments with respect to the instruments in which we invest.

Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of an entity in which we have invested, holders of instruments ranking senior to our investment in that project or business would typically be entitled to receive payment in full before we receive any distribution.

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We invest in joint ventures and other similar arrangements that subject us to additional risks.

Some of our project companies are structured as joint ventures, partnerships, securitizations, and syndications, and we also at times invest in project companies through co-investment structures.

Part of our strategy is to participate with other institutional investors or the project’s sponsor on various climate solutions transactions.

Part of our strategy is to participate with other institutional investors or project sponsors on various climate solutions transactions.

Accordingly, some of our project companies are structured as joint ventures, partnerships, securitizations, and syndications, and we also at times invest in project companies through co-investment structures.

These arrangements are driven by the magnitude of capital required to complete acquisitions and the development of climate solutions projects and other industry-wide trends that we believe will continue.

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Because we may not have the ability to exercise control, we may not be able to realize some or all of the benefits expected from our investment.

If any of the foregoing were to occur, our business, financial condition and results of operations could suffer as a result.

If any of the foregoing were to occur, our business, financial condition and results of operations could suffer.

In addition, some of our joint ventures, partnerships, and equity investments subject the sale or transfer of our interests in these project companies to rights of first refusal or first offer, tag along or drag along rights and buy-sell, call-put or other restrictions.

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Many of the projects in which we invest rely on revenue or repayment from contractual commitments of end-customers, including federal, state, or local governments for energy efficiency projects, or utilities or other customers under PPAs.

There is a risk that these customers may default under their contracts.

There is a risk that these customers may default under their respective contracts.

In addition, many of these end-customers are large entities with wide ranging activities.

An event in a non-related part of the business could have a material adverse impact on the financial strength of such end-customer, such as the effect of wildfires on the California utilities.

Furthermore, the bankruptcy, insolvency, or other liquidity constraints of one or more customers may result in a renegotiation or rejection of the third-party contract, delay the receipt of any obligations or reduce the likelihood of collecting defaulted obligations.

An event in a non-related part of their respective businesses could have a material adverse impact on the financial strength of such end-customer, such as the effect of wildfires on certain California utilities.

Furthermore, the bankruptcy, insolvency, or other liquidity constraints of one or more of our customers may result in a renegotiation or rejection of the relevant third-party contract, delay the receipt of any obligations or reduce the likelihood of collecting defaulted obligations.

Some projects rely on one customer for their revenue and thus the project could be materially and adversely affected by any material change in the financial condition of that customer.

While there may be alternative customers for such a project, there can be no assurance that a new contract on the same terms will be able to be negotiated for the project.

Certain of our projects with contractually committed revenues or other sources of repayment under long term contracts will be subject to re-contracting risk in the future.

These projects may be unable to renegotiate these contracts on equally favorable terms or at all once their terms expire.

If it is not possible to renegotiate these contracts on favorable terms, our business, financial condition, results of operations, and prospects could be materially and adversely affected.

Revenues at some of the projects in which we invest depend on reliable and efficient metering, or other revenue collection systems, which are often specified in the contract.

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In most instances, projects which sell power under PPAs commit to sell minimum levels of generation.

If the project generates less than the committed volumes, it may be required to buy the shortfall of electricity on the open market or make payments of liquidated damages or be in default under a PPA, which could result in its termination.

In the event that any of these events were to occur, our business, financial condition, and results of operations could suffer as a result.

In the event that any of these events were to occur, our business, financial condition, and results of operations could suffer.

Lastly, certain of our projects with contractually committed revenues or other sources of repayment under long-term contracts will be subject to re-contracting risk in the future.

We may be unable to renegotiate these contracts on equally favorable terms or at all once their terms expire.

If it is not possible to renegotiate these contracts on favorable terms, our business, financial condition and results of operations could be materially and adversely affected.

We are exposed to the credit risk of various project sponsors, ESCOs, and others.

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Where we make loans to or own equity interests in special purposes entities such as those that lease solar energy systems to residential customers, those special purpose entities often enter into various contractual arrangements with, or receive performance guarantees from the affiliate project sponsor to ensure satisfactory equipment or other project performance over the term of the lease or power purchase agreement.

To the extent those parties are unable to perform on their contractual obligations or performance guarantees we may see diminished equity returns or the special purpose entity may be unable to

repay their loan timely or at all.

We seek to mitigate these credit risks by employing a comprehensive review and asset selection process and careful ongoing monitoring of acquired assets.

Nevertheless, unanticipated credit losses could occur which could adversely impact our operating results.

During periods of economic downturn in the global economy, the solvency and financial wherewithal of counterparties with whom we do business could be impacted and our exposure to credit risks from obligors increases, and our efforts to monitor and mitigate the associated risks may not be effective in reducing our credit risks.

In the event a counterparty to us or one of our climate solutions projects becomes insolvent or unable to make payments, we may fail to recover the full value of our investment or realize the value from the counterparty’s contract, thus reducing our earnings and liquidity.

To the extent those parties are unable to perform on their contractual obligations or performance guarantees we may see diminished equity returns or the special purpose entity may be unable to repay their loan timely or at all.

While we employ a comprehensive review and asset selection process, and carefully monitor acquired assets on an ongoing basis, unanticipated credit losses could occur which could adversely impact our operating results.

During periods of economic downturn in the global economy, the solvency and financial wherewithal of counterparties with whom we do business could be impacted thereby increasing our exposure to credit risks from obligors, and our efforts to monitor and mitigate the associated risks may not be effective.

In the event a counterparty becomes insolvent or unable to make payments, we may fail to recover the full value of our investment or realize the value from the counterparty’s contract, thus reducing our earnings and liquidity.

In addition, the insolvency of one or more of our, or one of our climate solutions projects’, counterparties could reduce the amount of financing available to us, which would make it more difficult for us to leverage the value of our assets and obtain substitute financing on attractive terms or at all.

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The ability of our assets to generate revenue from certain projects depends on having interconnection arrangements and services.

The future success of our assets will depend, in part, on their ability to maintain satisfactory interconnection agreements.

If the interconnection or transmission agreement of a project is terminated for any reason, they may not be able to replace it with an interconnection and transmission arrangement on terms as favorable as the existing arrangement, or at all, or they may experience significant delays or costs in connection with securing a replacement.

The future success of our assets will depend, in part, on the ability of such assets to maintain satisfactory interconnection agreements.

If the interconnection or transmission agreement of a project is terminated for any reason, the project may not be able to replace it with an interconnection and transmission arrangement on terms as favorable as the terminated arrangement, or at all, or the project may experience significant delays or costs in connection with securing a replacement.

If a network to which one or more of the projects is connected experiences equipment or operational problems or other forms of “down time,” the affected project may lose revenue and be exposed to non-performance penalties and claims from its customers.

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Operation of the projects in which we invest involves significant risks and hazards that could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Generally, any projects involving construction are subject to various construction and operating delays and risks that have in the past caused them to, and may in the future cause them to, incur higher than expected costs or generate less than expected amounts of savings or outputs, such as electricity in the case of a renewable energy project.

Generally, projects involving construction are subject to various construction and operating delays and risks that have in the past and may in the future cause higher than expected costs or less than expected amounts of savings or outputs (such as electricity in the case of a renewable energy project).

The ongoing operation of the projects in which we invest involves risks that include construction delays, the breakdown or failure of equipment or processes or performance below expected levels of output or efficiency due to wear and tear, the impact of inflation, latent defect, design error or operator error or force majeure events, among other things.

In addition to natural risks such as earthquake, flood, drought, lightning, wildfire, hurricane, ice, wind, and temperature extremes, other hazards, such as fire, explosion, structural collapse and machinery failure, acts of terrorism or related acts of war, hostile cyber intrusions, pandemics or other public health issue, or other catastrophic events are inherent risks in the construction and operation of a project.

In addition to natural risks such as earthquake, flood, drought, lightning, wildfire, hurricane, ice, wind, and temperature extremes, other hazards, such as fire, explosion, structural collapse and machinery failure, geopolitical conflicts, acts of terrorism or related acts of war, hostile cyber intrusions, pandemics or other public health issues, or other catastrophic events are inherent risks in the construction and operation of a project.

These and other hazards can cause significant personal injury or loss of life, severe damage to and destruction of property, plant and equipment and contamination of, or damage to, the environment and suspension of operations.

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Unplanned outages typically increase operation and maintenance expenses and may reduce revenues as a result of selling less electricity or require the project to incur significant costs as a result of obtaining replacement power from third parties in the open market to satisfy forward power sales obligations.

Any extended interruption in a project’s construction or operation, a project’s inability to operate its assets efficiently, manage capital expenditures and costs or generate earnings and cash flow could have a material adverse effect on the repayment of and return on our investment and our business, financial condition, results of operations and cash flows.

Any extended interruption in a project’s construction or operation, a project’s inability to operate its assets efficiently, manage capital expenditures and costs or generate earnings and

cash flow could have a material adverse effect on the repayment of and return on our investment and our business, financial condition, results of operations and cash flows.

While the projects maintain insurance, obtain warranties from vendors and obligate contractors to meet certain performance levels, the proceeds of such insurance, warranties or performance guarantees may not cover the lost revenues, increased expenses or liquidated damages payments should the project experience any equipment breakdowns, insurance claims or non-performance by contractors or vendors.

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If projects are unable to avail themselves of warranty protection or receive the expected protection under the terms of the guaranties or bonding, we may need to incur additional costs, including replacement and installation costs, which could adversely impact our investment.

In addition, renewable energy projects rely on electric and other types of transmission lines and facilities owned and operated by third parties to receive and distribute their energy.

In addition, renewable energy projects rely on electric and other types of transmission lines and facilities owned and operated by third parties to receive and distribute energy.

Any substantial access barriers to these lines and facilities could adversely impact the demand or financial performance for such projects and our investments.

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These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances.

The presence of hazardous substances may adversely affect our, or another owner’s, ability to sell a contaminated project or borrow using the project as collateral.

To the extent that we, or another project owner, become liable for removal costs, our investment, or the ability of the owner to make payments to us, may be negatively impacted.

We acquire real property rights, make investments in projects that own real property, have collateral consisting of real property and in the course of our business, we may take title to a project or its underlying real estate assets relating to one of our debt financings.

In these cases, we could be subject to environmental liabilities with respect to these assets.

The presence of hazardous substances may adversely affect our ability to sell a contaminated project or borrow using the project as collateral.

To the extent that we become liable for the removal costs, our results of operation and financial condition may be adversely affected.

The presence of hazardous substances, if any, may adversely affect our ability to sell the affected real property or the project and we may incur substantial remediation costs, thus harming our financial condition.

Insurance and contractual protections may not always cover lost revenue, increased expenses or liquidated damages payments.

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Our charter and bylaws contain provisions that could delay or prevent a change in control of our Company.

These provisions could also make it difficult for stockholders to elect directors that are not nominated by the current members of our Board or take other corporate actions, including effecting changes in our management.

These provisions could also make it difficult for stockholders to elect directors that are not nominated by the current members of our Board or to take other corporate actions, including effecting changes in our management.

These provisions include:

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• a prohibition on actions by holders of our common stock by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

• establishing advance notice provisions for stockholder proposals and nominations for elections to our Board to be acted upon at meetings of stockholders;

• advance notice provisions for stockholder proposals and nominations for elections to our Board to be acted upon at meetings of stockholders;

• the ability of our Board to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

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Our charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our charter provides that, to the fullest extent permitted by law, and unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court of the State of Delaware) will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of ours to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware (the “DGCL”), our charter or our bylaws (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of

Our charter provides that, to the fullest extent permitted by law, and unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court of the State of Delaware) will be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of us, (2) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of ours to us or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware (the “DGCL”), our charter or our bylaws (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (4) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware.

However, our charter provides that federal district courts of the United States of America will be the sole and exclusive forum for claims under the Securities Act.

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federal income tax and potentially state and local tax.

We elected to be taxed as a REIT commencing with our taxable year ended December 31, 2013, but recently terminated our election, effective January 1, 2024.

We elected to be taxed as a REIT commencing with our taxable year ended December 31, 2013, but terminated our election, effective January 1, 2024.

Prior to terminating our REIT election, our qualification as a REIT depended upon our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis.

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The Tax Benefits Preservation Plan was terminated in conjunction with our conversion from a Maryland corporation to a Delaware corporation in July 2024 (the “Conversion”).

In the Conversion, we adopted our charter.

Our charter includes provisions that are also intended to reduce the risk of an “ownership change” under Section 382 of the Code (the “Charter Tax Benefit Provisions”).

In the Conversion, we adopted our charter, which includes provisions that are also intended to reduce the risk of an “ownership change” under Section 382 of the Code (the “Charter Tax Benefit Provisions”).

The Charter Tax Benefit Provisions generally restrict any person or entity from attempting to transfer any of our stock to the extent that transfer would, if effected and subject to certain exceptions, (i) result in an individual, entity, firm, corporation, estate, trust or other person or group of persons described in the Charter Tax Benefit Provisions as a “Person” owning 4.8% or more of our common stock (which the Charter Tax Benefit Provisions refer to as a “Prohibited Ownership Percentage”) or (ii) increase the ownership percentage of any Person that has a Prohibited Ownership Percentage, subject to certain exceptions.

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Because of the nature and maturity of the technology such efforts may be unsuccessful or incomplete and the unavailability of these systems or the inaccurate data provided from these service providers could negatively impact our financial results.

Artificial intelligence could increase competitive, operational, legal and regulatory risks to our business in ways that we cannot predict.

The use of artificial intelligence, machine learning technology and other quantitative analysis tools and models, developed by us or third-party service providers (collectively, "AI") as well as the increasing adoption of AI throughout society may expose us to new and unpredictable competitive, operational, legal and regulatory risks.

We may not be able to anticipate, mitigate, or effectively manage all of the potential risks or impacts associated with our and third parties’ use of AI.

These risks could disrupt, among other things, our business models, investment strategies, operational processes, and our ability to identify and hire employees.

In addition, our competitors may more efficiently develop or implement AI-based technologies to identify and assess potential investments, address investor demands or improve operations.

If we are unable to advance our AI capabilities as quickly or as effectively as our competitors, we may be at a competitive disadvantage.

We may use AI to inform certain of our decisions or to manage our business.

If we, or third parties whose services we rely on, use data in connection with the development or deployment of AI that is incomplete, inadequate or biased – or if the data contains inaccuracies or errors that result in flawed algorithms and models – the performance of our investments and operations could suffer.

Our personnel or the personnel of our service providers could, without our knowledge, improperly utilize AI while carrying out their responsibilities.

AI may be misused or misappropriated by our employees or third-party providers engaged by us.

For example, by inputting confidential information into AI applications, resulting in such information becoming accessible by others, including our competitors.

If we do not have sufficient rights to use the data or other material used with, or relied upon by, an AI application, we may incur liability through the alleged violation of applicable laws and regulations, intellectual property, data privacy, or other rights, or contractual obligations.

Further, we may not be able to control how third-party AI applications that we choose to use are developed or maintained, or how data we input is used or disclosed, even where we have sought contractual protections with respect to these matters.

The misuse or misappropriation of our data, deficiencies in the practices associated with data collection, training and data analytics, as well as difficulties validating data, could have an adverse impact on our reputation and could subject us to legal and regulatory investigations or actions.

Regulators are also increasing scrutiny regarding AI and adopting regulations that may impact our use of the technology, including regulations regarding the use of “big data,” diligence of data sets and oversight of data vendors.

The use of AI by us or others may require compliance with legal or regulatory frameworks that are not fully developed or tested, and we may face litigation and regulatory actions related to our use of AI.

Existing laws and regulations may be interpreted in new ways, which would affect the way we use AI.

These and other regulatory or legal developments could limit our ability to gain insights into and manage our business or otherwise have a materially adverse impact on us.

Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, a misappropriation of funds, and/or damage to our business relationships, all of which could negatively impact our financial results.

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The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusions, including by computer hackers, nation-state affiliated actors, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased, and will likely continue to increase in the future.

The result of these incidents could include disrupted operations, misstated or unreliable financial data, disrupted market price of our common stock, misappropriation of assets, liability for stolen assets or information, increased cybersecurity protection and insurance cost, regulatory enforcement, litigation and damage to our relationships.

increased cybersecurity protection and insurance cost, regulatory enforcement, litigation and damage to our relationships.

These risks require continuous and likely increasing attention and other resources from us to, among other actions, identify and quantify these risks, upgrade and expand our technologies, systems and processes to adequately address them and provide periodic training for our employees to assist them in detecting phishing, malware and other schemes.

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and foreign governments, financial markets, financial institutions, or other businesses, including borrowers, vendors, software creators, cybersecurity service providers, and other third parties with whom we do business, may occur, and such events could disrupt our normal business operations and networks in the future.

Major public health issues and related disruptions in the U.S.

and global economy and financial markets could adversely impact or disrupt our financial condition and results of operations.

In recent years, the outbreaks of a number of diseases, including COVID-19, avian influenza, H1N1, and other viruses have resulted in and increased the risk of a pandemic or major public health issues.

We believe that our ability to operate, our level of business activity and the profitability of our business, as well as the values of, and the cash flows from, the assets we own could in the future be impacted by another pandemic or other major public health issue.

While we have implemented risk management and contingency plans and taken preventive measures and other precautions, no predictions of specific scenarios can be made with certainty and such measures may not adequately predict the impact on our business from such events.

We may seek to expand our business internationally, which would expose us to additional risks that we do not face in the United States.

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We have begun to expand and may seek to expand our investments outside of the United States in the future.

These operations will be subject to a variety of risks

that we do not face in the United States, including risk from changes in foreign country regulations, infrastructure, legal systems and markets.

These operations will be subject to a variety of risks that we do not face in the United States, including risk from changes in foreign country regulations, infrastructure, legal systems and markets.

Other risks include possible difficulty in repatriating overseas earnings and fluctuations in foreign currencies.

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We may not be successful in developing and implementing policies and strategies that will be effective in managing these risks in each country where we decide to do business.

Our failure to manage these risks successfully could harm our international projects, reduce our international income or increase our costs, thus adversely affecting our business, financial condition and operating results.

Our failure to manage these risks successfully could harm any future international projects, reduce our international income or increase our costs, thus adversely affecting our business, financial condition and operating results.

Risks Relating to Regulation

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Treasury, the SEC, U.S.

Congress and other governmental and regulatory bodies have taken, are taking or may in the future take, various actions to address inflation, financial crises, perceived trade imbalances, or other areas of regulatory concern.

Such actions could have a dramatic impact on our business, results of operations and financial condition, and the cost of complying with any additional laws and regulations or the elimination or reduction in scope of various existing laws and regulations could have a material adverse effect on our financial condition and results of operations.

The far-ranging government intervention in the economic and financial system may carry unintended consequences and cause market distortions.

Congress and other governmental and regulatory bodies have taken, are taking or may in the future take, various actions to address inflation, financial crises, real or perceived trade imbalances, or other areas of regulatory concern.

Government intervention in the economic and financial system, such as new or increased tariffs, may carry unintended consequences and cause market distortions.

We are unable to predict at this time the extent and nature of such unintended consequences and market distortions, if any.

The inability to evaluate the potential impacts could have a material adverse effect on the operations of our business.

Loss of our 1940 Act exemptions may adversely affect us, the market price of shares of our common stock and our ability to distribute dividends.

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We conduct our businesses primarily through our subsidiaries and our operations so that we comply with the 40% test.

The securities issued by any wholly-owned or majority-owned subsidiaries that we hold or may form in the future that are exempted from the definition of “investment company” based on Section 3(c)(1) or 3(c)(7) of the 1940 Act, together with any other investment securities we may own, may not have a value in excess of 40% of the value of our total assets on a non-consolidated basis.

other investment securities we may own, may not have a value in excess of 40% of the value of our total assets on a non-consolidated basis.

Certain of our subsidiaries rely on or will rely on an exemption from registration as an investment company under the 1940 Act pursuant to Section 3(c)(5)(C) of the 1940 Act, which is available for entities which are not primarily engaged in issuing redeemable securities, face-amount certificates of the installment type or periodic payment plan certificates and which are primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.

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In addition, one or more of our subsidiaries qualifies for an exemption from registration as an investment company under the 1940 Act pursuant to either Section 3(c)(5)(A) of the 1940 Act, which is available for entities which are not engaged in the business of issuing redeemable securities, face-amount certificates of the installment type or periodic payment plan certificates, and which are primarily engaged in the business of purchasing or otherwise acquiring notes, drafts, acceptances, open accounts receivable, and other obligations representing part or all of the sales price of merchandise, insurance, and services, or Section 3(c)(5)(B) of the 1940 Act, which is available for entities primarily engaged in the business of making loans to manufacturers, wholesalers, and retailers of, and to prospective purchasers of, specified merchandise, insurance, and services.

These exemptions generally require that at least 55% of such subsidiaries’ portfolios must be comprised of qualifying assets that meet

the requirements of the exemption.

These exemptions generally require that at least 55% of such subsidiaries’ portfolios must be comprised of qualifying assets that meet the requirements of the exemption.

We intend to treat energy efficiency loans where the loan proceeds are specifically provided to finance equipment, services and structural improvements to properties and other facilities and renewable energy and other climate solutions projects or improvements as qualifying assets for purposes of these exemptions.

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There can be no assurance that the laws and regulations governing the 1940 Act, including the Division of Investment Management of the SEC providing more specific or different guidance regarding these exemptions, will not change in a manner that adversely affects our operations.

For example, on August 31, 2011, the SEC issued a concept release (No.

SW7-34-11, Companies Engaged in the Business of Acquiring Mortgages and Mortgage-Related Instruments) pursuant to which it is reviewing the scope of the exemption from registration under Section 3(c)(5)(C) of the 1940 Act.

While the SEC has yet to provide additional information on its position relating to these exemptions and timing of any future changes to the exemptions remain unknown, any additional guidance from the SEC or its staff from this process or in other circumstances could provide additional flexibility to us, or it could further inhibit our ability to pursue the strategies we have chosen.

Any additional guidance from the SEC or its staff could provide additional flexibility to us, or it could further inhibit our ability to pursue the strategies we have chosen.

If we or our subsidiaries fail to maintain an exemption from the 1940 Act, we could, among other things, be required either to (1) change the manner in which we conduct our operations to avoid being required to register as an investment company, (2) effect sales of our assets in a manner that, or at a time when, we would not otherwise choose to do so or (3) register as an investment company, any of which could negatively affect our business, our ability to make distributions, our financing strategy and the market price for shares of our common stock.

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If changes in asset values or income occur quickly, this may be especially difficult to accomplish.

This difficulty may be exacerbated by the illiquid nature of the assets we may own.

This difficulty may be exacerbated by the illiquid nature of certain of the assets we own.

We may have to make decisions that we otherwise would not make absent 1940 Act considerations.

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Changes in the financial markets and the economy generally could adversely affect one or more of our lenders or potential lenders and could cause one or more of our lenders, potential lenders or institutional investors to be unwilling or unable to provide us with financing or participate in securitizations or could increase the costs of that financing or securitization.

Some of our borrowings will have a remaining balance when they come due.

If we are unable to repay or refinance the remaining balance of this debt, or if the terms of any available refinancing are not favorable, we may be forced to liquidate assets or incur higher costs which may significantly harm our business, financial condition, results of operations, and our ability to make distributions, which could in turn cause the value of our common stock to decline.

Some of our borrowings will have a remaining balance when they come due and if we are unable to repay or refinance the remaining balance of such debt, or if the terms of any available refinancing are not favorable, we may be forced to liquidate assets or incur higher costs which may significantly harm our business, financial condition, results of operations, and our ability to make distributions, which could in turn cause the value of our common stock to decline.

The return on our assets and cash available for distribution to our stockholders may be reduced to the extent that market conditions prevent us from leveraging our assets or increase the cost of our financing relative to the income that can be derived from the assets acquired.

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We may not be able to meet our financing obligations and, to the extent that we cannot, we risk the loss of some or all of our assets to liquidation or sale to satisfy the obligations.

We and our subsidiaries may be able to incur substantially more indebtedness, which may increase the risks to our financial condition and results of operations created by our indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future, which may increase the risks created by our current indebtedness.

The terms of the agreements governing our indebtedness provide our subsidiaries with the flexibility to incur a substantial amount of indebtedness in the future, which indebtedness may be secured or unsecured.

An increase in our borrowing costs relative to the interest we receive on our assets may adversely affect our profitability and our cash available for distribution to our stockholders.

Our borrowings may have a shorter duration than our assets.

As some of our borrowings will have a remaining balance at maturity, we may be required to enter into new borrowings at higher rates or to sell certain of our assets to repay the loan.

Our credit facilities have rates that adjust on a frequent basis based on prevailing short-term interest rates.

Increases in interest rates, or a flattening or inversion of the yield curve, reduce the spread between the returns on our assets which are typically priced using longer-term interest rates and the cost of any new borrowings or borrowings where the interest rate adjusts to market rates or is based on shorter-term rates.

This change in interest rates may adversely affect our earnings and, in turn, cash available for distribution to our stockholders.

Any such change in interest rates may adversely affect our earnings and, in turn, cash available for distribution to our stockholders.

In addition, as we may use short-term borrowings that are generally short-term commitments of capital, lenders may respond to market conditions making it more difficult for us to obtain continued financing.

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We have also established special purpose entities through which we hold only a partial or subordinate interest or a residual value after taking into account our non-recourse debt facilities or a right to participate in the profits of such entity once it achieves a predefined threshold.

As a holder of the residual value or other such interests, we are more exposed to losses on the underlying collateral because the interest we retain in the securitization vehicle or other entity would be subordinate to the more senior notes or interests issued to investors and we would, therefore, absorb all of the losses, up to the value of our interests, sustained with respect to the underlying assets before the owners of the notes or other interests experience any losses.

In addition, the inability to securitize our Portfolio or assets within our Portfolio could hurt our performance and our ability to grow our business.

would, therefore, absorb all of the losses, up to the value of our interests, sustained with respect to the underlying assets before the owners of the notes or other interests experience any losses.

In addition, the inability to securitize our Portfolio or assets within our Portfolio could adversely affect our performance and our ability to grow our business.

We also use various special purpose entities to own and finance our assets.

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These restrictions, as well as any other covenants contained in any future financings, may interfere with our ability to obtain financing, or to engage in other business activities, which may significantly limit or harm our business, financial condition, liquidity and results of operations.

Certain financing agreements also contain cross-default provisions, so that if a default occurs under any one agreement, the lenders under our other agreements could also declare a default.

A default and resulting repayment acceleration could significantly reduce our liquidity, which could require us to sell our assets to repay amounts due and outstanding.

Certain financing agreements also contain cross-default provisions, such that if a default occurs under any one agreement, the lenders under certain other agreements could also declare a default.

A default and resulting repayment acceleration could significantly reduce our liquidity, which could require us to sell assets to repay amounts due and outstanding.

This could also significantly harm our business, financial condition, results of operations, and our ability to make distributions, which could cause the value of our common stock to decline.

A default will also significantly limit our financing alternatives such that we will be unable to pursue our leverage strategy, which could curtail the returns on our assets.

In addition, certain of our financing arrangements contain provisions that provide for a preference in cash flow allocations to the lender from our assets or an acceleration of principal payments owed when certain conditions are present related to the underlying assets that serve as collateral for the financing.

A default would also significantly limit our financing alternatives such that we would be unable to pursue our leverage strategy, which could curtail the returns on our assets.

In addition, certain of our financing agreements contain provisions that provide for a preference in cash flow allocations to the lender from our assets or an acceleration of principal payments owed when certain conditions are present related to the underlying assets that serve as collateral for the financing.

These provisions may limit our ability to obtain distributions from the underlying assets and could impact our cash flow and expected returns.

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While we have the ability to require counterparties to post, to the extent we have not obtained sufficient collateral, we would remain exposed to our counterparty’s ability to perform on its obligations under each hedge and cannot look to the creditworthiness of a central counterparty for performance.

As a result, if a hedging counterparty cannot perform under the terms of the hedge, we would not receive payments due under that hedge, we may lose any unrealized gain

associated with the hedge and the hedged liability would cease to be hedged.

While we would seek to terminate the relevant hedge transaction and may have a claim against the defaulting counterparty for any losses, including unrealized gains, there is no assurance that we would be able to recover such amounts or to replace the relevant hedge on economically viable terms or at all.

As a result, if a hedging counterparty cannot perform under the terms of the hedge, we would not receive payments due under that hedge, we may lose any unrealized gain associated with the hedge and the hedged liability would cease to be hedged.

While we would seek to terminate the relevant hedge transaction and may have a claim against the defaulting counterparty for any losses, including unrealized gains, there is no assurance that we would be able to recover such amounts or replace the relevant hedge on economically viable terms or at all.

In such case, we could be forced to cover our unhedged liabilities at the then current market price.

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If we, or our projects, choose not to pursue, or fail to qualify for, hedge accounting treatment, our operating results under GAAP may be impacted because losses on the derivatives that we enter into may not be offset by a change in the fair value of the related hedged transaction.

We, or our projects, may choose not to pursue, or fail to qualify for, hedge accounting treatment relating to derivative and hedging transactions.

We, or our projects, may fail to qualify for hedge accounting treatment for a number of reasons, including if we, or our projects, use instruments that do not meet the Accounting Standards Codification (“ASC”) Topic 815 definition of a derivative, we, or our projects, fail to satisfy ASC Topic 815 hedge documentation and hedge effectiveness assessment requirements or the hedge relationship is not highly effective.

If we, or our projects, fail to qualify for, or choose not to pursue, hedge accounting treatment, our, or our projects, operating results may be impacted because losses on the derivatives that we, or our projects, enter into may not be offset by a change in the fair value of the related hedged transaction in our statement of operations presented under GAAP.

We or our projects may choose not to pursue, or fail to qualify for, hedge accounting treatment relating to derivative and hedging transactions for a number of reasons, including if we or our projects (1) use instruments that do not meet the Accounting Standards Codification (“ASC”) Topic 815 definition of a derivative, (2) fail to satisfy ASC Topic 815 hedge documentation and hedge effectiveness assessment requirements or (3) the hedge relationship is not highly effective.

If we or our projects fail to qualify for, or choose not to pursue, hedge accounting treatment, our, or our projects, operating results may be negatively impacted because losses on the derivatives that we or our projects enter into may not be offset by a change in the fair value of the related hedged transaction in our statement of operations presented under GAAP.

Risks Related to Our Common Stock

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As a REIT, we were generally required, among other things, to distribute annually at least 90% of our REIT taxable income (without regard to the deduction for dividends paid and excluding net capital gains) each year for us to have qualified as, and to have maintained our qualification as a REIT.

Effective January 1, 2024, we revoked our REIT election and starting in 2024 we were taxed as a C corporation, and as a result, in 2024 and going forward, we were no longer subject to this requirement.

However, our current policy is to pay quarterly distributions, though the timing, declaration, amount and payment of any dividends will be within the discretion of our Board, and will depend upon various factors, including our earnings, our financial condition, our liquidity, our debt covenants, applicable provisions of Delaware law and other factors as our Board may deem relevant from time to time.

Moreover, no assurance can be given that we will be able to make distributions to our stockholders at any time in the future or that the level of any distributions we do make to our stockholders will achieve a market yield or increase or even be maintained over time, any of which could materially and adversely affect us.

Effective January 1, 2024, we revoked our REIT election and since then we have been taxed as a C corporation.

As a result, we are no longer subject to the REIT distribution requirement.

While our current policy is to pay quarterly distributions, the timing, declaration, amount and payment of any dividends is within the discretion of our Board, and will depend upon various factors, including our earnings, financial condition, liquidity, debt covenants, applicable provisions of Delaware law and other factors as our Board may deem relevant from time to time.

Moreover, no assurance can be given that we will be able to make distributions to our stockholders at any time in the future or that the level of any such distributions will achieve a market yield or increase or even be maintained over time, any of which could materially and adversely affect us.

Future offerings of debt or equity securities, which may rank senior to our common stock, may adversely affect the market price of our common stock.

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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 1A. Risk Factors