What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-13 compared with 2025-02-14 · 567 added, 495 removed, 958 unchanged (53% of the section changed)

35 unchanged sentences

As of December 31, 2025, the Company held $4.12 billion of equity investments.

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

Also, as described in Note 2 to the consolidated financial statements, for equity method investments that contain preferences with regard to cash flows from operations, capital events and liquidation in their respective limited liability company agreements (“LLC Agreements”), the Company applies the Hypothetical Liquidation at Book Value (“HLBV”) method to record its share of profits and losses on these investments, which is recorded one quarter in arrears to allow for receipt of financial information from its investees.

Also, as described in Note 2, the Company evaluates their equity method investments quarterly for other than temporary impairment (“OTTI”).

This requires evaluating available qualitative and quantitative evidence to determine whether there may be indicators of a loss in investment value below carrying value.

Auditing the Company’s determination of whether it has power over an investee was complex and required significant judgment to determine both the activities of the investee that most significantly impact the investee’s economics, and the distribution of power among the members of the investee that ultimately determine the outcome of such activities.

In addition, auditing the Company’s application of the HLBV method was challenging and inherently complex, because the application is based on its interpretations of the liquidation provisions outlined within investees’ LLC Agreements.

Lastly, evaluating available qualitative and quantitative evidence was subjective and required judgment as to whether there were indicators of a loss in investment value below carrying value.

As described in Note 2 to the consolidated financial statements, for equity method investments that contain preferences with regard to cash flows from operations, capital events and liquidation in their respective limited liability company agreements (“LLC Agreements”), the Company applies the Hypothetical Liquidation at Book Value (“HLBV”) method to record its share of profits and losses on these investments, which is recorded one quarter in arrears to allow for receipt of financial information from its investees.

Auditing the Company’s application of the HLBV method was challenging and inherently complex, because the application is based on its interpretations of the liquidation provisions outlined within investees’ LLC Agreements.

How We Addressed the Matter in Our Audit

We tested the Company’s controls that address the risks of material misstatement relating to:

i) the determination of whether the Company has the power to direct the significant activities of the investees, ii) the recognition of its share of investees’ profits and losses through use of the HLBV method based on financial information reported to the Company from its investees, and iii) the review of available qualitative and quantitative evidence in determining whether there may be indicators of a loss in investment value below carrying value.

For example, we tested the Company’s controls over management’s review of the variable interest model and determination of whether the Company has power.

We also tested controls over management’s review of the HLBV method, including the application of any liquidation provisions and the financial information reported from their investees.

Lastly, we tested controls over management’s review of available quantitative and qualitative evidence and whether there were indicators of a loss in investment value below carrying value.

To evaluate whether the Company has power over each investee, our audit procedures included, on a sample basis, reading LLC Agreements and evaluating management’s analysis of the significant activities of the investee and which parties can direct those significant activities.

For example, as part of our evaluation, we considered the purpose and design of each investee and the legal rights of each of the involved parties, including the significance of the decisions that each party makes.

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

We tested the Company’s controls that address the risks of material misstatement relating to the recognition of its share of investees’ profits and losses through use of the HLBV method based on financial information reported to the Company from its investees.

For example, we tested the controls over management’s review of the HLBV method, including the application of any liquidation provisions and the financial information reported from their investees.

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

2 unchanged sentences

We also performed additional procedures on the Company’s HLBV calculations that included, but were not limited to, recalculating the stated preferred returns, recalculating allocations of tax attributes, comparing inputs included within the calculations to the information reported to the Company by its investee, and recalculating the Company’s share of profits and losses of the investee.

We reviewed the Company’s evaluation of available qualitative and quantitative evidence and whether there may be indicators of a loss in investment value below carrying value for a sample of investments.

This included, among others, evaluating management’s identification of indicators that the Company’s investments may have experienced a loss of value below carrying value, agreeing certain qualitative and quantitative information used in the assessment to source documents, testing clerical accuracy of the analysis as applicable, and assessing any contradictory evidence that arose during our audit.

/s/ Ernst & Young LLP

34 unchanged sentences

Equity method investments 4,115,909 3,612,394

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

Receivables, net of allowance of $ 62 million and $ 50 million, respectively ($ 629 million and $ 822 million from equity method investees, respectively)

3,280,046 2,895,837

Receivables held-for-sale 113,938 75,556

75,556 35,299

Real estate 2,984 111,036

Investments 6,818 7,165

Securitization assets, net of allowance of $ 3 million and $ 3 million, respectively

Real estate and available-for-sale debt securities

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

299,739 248,688

8 unchanged sentences

124,561 131,589

Senior unsecured notes 3,139,363 2,318,841

3,466,048 3,139,363

Junior subordinated notes

Convertible notes 403,438 619,543

16 unchanged sentences

2025 2024 2023

Interest income $ 263,792 $ 207,794 $ 134,656

Rental income 2,095 21,251 26,245

Interest and rental income ($ 64 million, $ 81 million, and $ 68 million from equity method investees, respectively)

$ 286,363 $ 265,887 $ 229,045

Gain on sale of assets 65,089 80,341 68,637

Securitization asset income 26,054 19,259 17,905

Other income 11,313 2,930 3,744

Management fees and retained interest income

33,621 26,054 19,259

Origination fee and other income

15,429 11,313 2,930

Total revenue 400,502 383,595 319,871

Interest expense 292,404 242,364 171,008

Provision for loss on receivables and securitization assets 1,059 11,832 12,798

Provision (benefit) for loss on receivables and retained interests in securitization trusts

12,145 1,059 11,832

Compensation and benefits 92,460 81,319 64,344

1 unchanged sentence

Total expenses 427,686 357,647 278,467

Income before equity method investments 25,948 41,404 18,001

Income (loss) before equity method investments

( 27,184 ) 25,948 41,404

Income (loss) from equity method investments 300,667 247,878 140,974

Income (loss) before income taxes 273,483 273,826 182,378

Income tax benefit (expense) ( 70,198 ) ( 31,621 ) ( 7,381 )

Income tax (expense) benefit

( 85,247 ) ( 70,198 ) ( 31,621 )

Net income (loss) 188,236 203,628 150,757

13 unchanged sentences

Net income (loss) $ 188,236 $ 203,628 $ 150,757

Unrealized gain (loss) on available-for-sale securities, net of tax (provision) benefit of $ 4.1 million, $ 1.8 million and $ 2.2 million in 2024, 2023, and 2022 respectively

Unrealized gain (loss) on available-for-sale securities and retained interests in securitization trusts, net of tax (provision) benefit of $( 8.8 ) million, $ 4.1 million and $ 1.8 million in 2025, 2024, and 2023 respectively

26,953 ( 11,754 ) 12,761

19 unchanged sentences

Net income (loss) — — — 148,836 — 1,921 150,757

Unrealized gain (loss) on available-for-sale securities

Unrealized gain (loss) on available-for-sale securities and retained interests in securitization trusts

— — — — 12,935 ( 174 ) 12,761

7 unchanged sentences

69 1 ( 1,490 ) — — — ( 1,489 )

Other 286 3 7,756 — — ( 85 ) 7,674

Conversion of convertible notes

— — 2 — — — 2

Purchase of capped calls

( 37,835 ) — — — ( 37,835 )

Dividends and distributions

3 unchanged sentences

Net income (loss) — — — 200,037 — 3,591 203,628

Unrealized gain (loss) on available-for-sale securities — — — — 12,935 ( 174 ) 12,761

Unrealized gain (loss) on available-for-sale securities and retained interests in securitization trusts

— — — — ( 11,546 ) ( 208 ) ( 11,754 )

Unrealized gain (loss) on interest rate swaps — — — — 38,482 691 39,173

2 unchanged sentences

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

Conversion of convertible notes

— — 2 — — — 2

Purchase of capped calls

— — ( 37,835 ) — — — ( 37,835 )

Other 10 — 1,774 — — ( 403 ) 1,371

Dividends and distributions — — — ( 194,000 ) — ( 3,574 ) ( 197,574 )

2 unchanged sentences

Net income (loss) — — — 184,547 — 3,689 188,236

Unrealized gain (loss) on available-for-sale securities — — — — ( 11,546 ) ( 208 ) ( 11,754 )

Unrealized gain (loss) on available-for-sale securities and retained interests in securitization trusts

— — — — 26,403 550 26,953

Unrealized gain (loss) on interest rate swaps — — — — ( 19,428 ) ( 354 ) ( 19,782 )

1 unchanged sentence

Equity-based compensation — — 5,192 — — 21,840 27,032

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

215 1 11,933 — — ( 6,980 ) 4,954

11 unchanged sentences

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for loss on receivables 1,059 11,832 12,798

Provision for loss on receivables and retained interests in securitization trusts

12,145 1,059 11,832

Depreciation and amortization 780 1,003 3,127

Amortization of financing costs 15,329 17,039 12,958

Equity-based compensation 23,151 18,386 20,101

Equity-based expenses

29,885 25,608 19,782

Equity method investments ( 81,875 ) ( 179,747 ) ( 108,025 )

Non-cash gain on sale or securitization

Non-cash gain on securitization

( 40,043 ) ( 70,685 ) ( 43,542 )

(Gain) loss on sale of assets

(Gain) loss on sale of receivables and debt securities

— 7,299 1,305

Changes in receivables held-for-sale ( 29,273 ) 51,538 ( 62,953 )

Loss on debt extinguishment 10,850 — —

Changes in receivables held-for-sale ( 23,759 ) ( 29,273 ) 51,538

Changes in accounts payable, accrued expenses, and other

104,456 101,410 48,485

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

Change in accrued interest on receivables and debt securities

( 68,471 ) ( 78,639 ) ( 44,105 )

Cash received (paid) upon hedge settlement

24,515 20,311 —

Other ( 4,731 ) ( 13,161 ) ( 4,423 )

4 unchanged sentences

Proceeds from sales of equity method investments — 9,472 —

Purchases of and investments in receivables ( 667,140 ) ( 1,338,860 ) ( 726,931 )

Principal collections from receivables 600,652 197,784 125,976

Purchases of and investments in receivables ($ 177 million, $ 246 million, and $ 324 million to equity method investees, respectively)

( 1,043,493 ) ( 667,140 ) ( 1,338,860 )

Principal collections from receivables ($ 346 million, $ 322 million, and $ 36 million from equity method investees, respectively)

705,675 600,652 197,784

Proceeds from sales of receivables 8,344 171,991 7,634

Purchases of real estate — — ( 4,550 )

Sales of real estate 115,767 — 4,550

Purchases of investments ( 10,537 ) ( 14,404 ) ( 2,329 )

Proceeds from sales of investments and securitization assets 5,390 — 7,020

Proceeds from sale of real estate

Purchases of debt securities and retained interests in securitization trusts

( 70,558 ) ( 10,537 ) ( 14,404 )

Proceeds from sales of debt securities and retained interests in securitization trusts

Collateral provided to hedge counterparties

2 unchanged sentences

8,360 27,570 84,950

Funding of escrow accounts — — ( 5,476 )

Withdrawal from escrow accounts — — 22,757

Other ( 65,333 ) 204 2,915

5 unchanged sentences

Principal payments on credit facilities ( 1,135,000 ) ( 1,696,792 ) ( 827,000 )

Proceeds from (repayment of) commercial paper notes

Proceeds from (repayments of) commercial paper notes

125,500 70,000 30,000

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

Principal payments on non-recourse debt ( 72,989 ) ( 21,606 ) ( 30,581 )

Proceeds from issuance of term loan — 250,000 365,000

1 unchanged sentence

( 23,645 ) ( 567,952 ) ( 16,478 )

Proceeds from issuance of senior unsecured notes 1,199,956 550,000 —

Redemption of senior unsecured notes ( 400,000 ) — —

Proceeds from issuance of convertible notes — 402,500 200,000

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

Principal payments on non-recourse debt ( 7,136 ) ( 72,989 ) ( 21,606 )

Proceeds from issuance of senior notes

996,174 1,199,956 550,000

Principal payments on convertible notes ( 200,000 ) — ( 143,748 )

Redemption of senior notes

( 700,000 ) ( 400,000 ) —

Proceeds from issuances of junior subordinated notes

Proceeds from issuance of convertible notes — — 402,500

Purchase of capped calls related to the issuance of convertible notes — — ( 37,835 )

1 unchanged sentence

Payments of dividends and distributions ( 209,776 ) ( 192,269 ) ( 159,786 )

Withholdings on employee share vesting ( 529 ) ( 1,488 ) ( 3,211 )

Redemption premium paid — — —

Payment of debt issuance costs ( 30,331 ) ( 22,894 ) ( 11,754 )

Redemption premium and fees paid

( 8,395 ) — —

Payment of financing costs

( 19,061 ) ( 30,331 ) ( 22,894 )

Collateral provided to hedge counterparties

9 unchanged sentences

Supplemental disclosure of non-cash activity

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

Interest retained from securitization transactions

$ 41,109 $ 43,329 $ 35,483

Equity method investments retained from securitization and deconsolidation transactions

— 32,564 144,603

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

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

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

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

Deconsolidation of non-recourse debt

— 51,233 257,746

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

Assumption of deferred financing obligation

50,882 32,910 —

Removal of deferred financing obligation upon securitization

( 29,051 ) — —

See accompanying notes.

2 unchanged sentences

December 31, 2025

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

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

HA Sustainable Infrastructure Capital, Inc.

actively partners with clients to deploy real assets that facilitate the energy transition.

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

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

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

We also generate recurring income through our residual ownership in securitization and syndication structures.

The Company and its subsidiaries are hereafter referred to as “we,” “us” or “our.” We refer to the income producing assets that we hold on our balance sheet as our “Portfolio.” Our Portfolio includes:

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

• receivables;

• debt securities.

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

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

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

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

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

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

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

20 unchanged sentences

We account for our investments in entities that are considered voting interest entities or variable interest entities (“VIEs”) under ASC 810 and assess on an ongoing basis whether we should consolidate these entities.

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

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

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

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

Certain of our equity method investments were determined to be interests in VIEs in which we are not the primary beneficiary, as we do not direct the significant activities of these entities, and thus we account for those investments as Equity Method Investments as discussed below.

Certain of our equity investments were determined to be interests in VIEs in which we are not the primary beneficiary, as we do not direct the significant activities of these entities, and thus we account for those investments as Equity Method Investments as discussed below.

Our maximum exposure to loss through these investments is typically limited to their recorded values.

However, we may provide financial commitments to these VIEs or guarantee certain of their obligations.

Certain other entities in which we have equity investments have been assessed to be voting interest entities and as we exert significant influence rather than control through our ownership of voting interests, we do not consolidate them and thus account for them as equity method investments described below.

Certain other entities in which we have equity investments have been assessed to be voting interest entities and as we exert significant influence over these entities rather than control them through our ownership of voting interests, we do not consolidate them and account for them as equity method investments described below.

Equity Method Investments

We have made equity investments, typically in structures where we have a preferred return position.

These investments are typically owned in holding companies (using limited liability companies (“LLCs”) taxed as partnerships) where we partner with either the operator of the project or other institutional investors.

These investments are typically owned in holding companies (that are generally limited liability companies (“LLCs”) taxed as partnerships) where we partner with either the operator of the project or other institutional investors.

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

1 unchanged sentence

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

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

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

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

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

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

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

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

This method is referred to as the hypothetical liquidation at book value method (“HLBV”).

Our exposure to loss in these investments is limited to the amount of our equity investment, as well as receivables from or guarantees made to the same investee.

Our exposure to loss in these investments is limited to the amount of our equity investment, plus receivables from or guarantees made to the same investee, if any.

Any difference between the amount of our investment and the amount of underlying equity in net assets at the time of our investment is generally amortized over the life of the assets and liabilities to which the difference relates.

3 unchanged sentences

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

Losses exceeding our basis in investments for which we hold other outstanding instruments are allocated to those instruments.

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

3 unchanged sentences

If the resulting fair value is less than the carrying value, we will determine if this loss in value is OTTI, and we will recognize any OTTI in the income statement as an impairment.

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

the ability and intent to hold the securities until recovery;

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

This evaluation requires significant judgment regarding the severity and duration of the impairment;

the ability and intent to hold the investment until recovery;

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

specific events;

2 unchanged sentences

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

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

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

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

2 unchanged sentences

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

The purchases and proceeds from receivables that we intend to sell at origination are classified as operating activities in our consolidated statements of cash flows.

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

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

Receivables from certain projects are subordinate to preferred investors in a project who are allocated the majority of such project’s cash in the early years of the investment.

Accordingly, such receivables may include the ability to defer scheduled interest payments in exchange for increasing our receivable balance.

Accordingly, such receivables may allow the borrower the ability to defer scheduled interest payments in exchange for increasing our receivable balance.

We generally accrue this paid-in-kind (“PIK”) interest when collection is expected, and cease accruing PIK interest if there is insufficient value to support the accrual or we expect that any portion of the principal or interest due is not collectible.

The change in PIK in any period is included in Change in accrued interest on receivables and investments in the operating section of our statement of cash flows.

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

The change in PIK in any period is included in Change in accrued interest on receivables and debt securities in the operating section of our statements of cash flows.

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

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

We evaluate our held-for-investment receivables on which we have not declared the fair value option for an allowance as determined under ASC Topic 326 Financial Instruments- Credit Losses (“ASC 326”) and for our internally derived asset performance categories included in Note 6 to our financial statements on at least a quarterly basis and more frequently when economic or other conditions warrant such an evaluation.

When a receivable becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service all of its debt or other obligations, we will generally consider the receivable delinquent or impaired and place the receivable on non-accrual status and cease recognizing income from that receivable until the borrower has demonstrated the ability and intent to pay contractual amounts due.

If a receivable’s status significantly improves regarding the debtor’s ability to service the debt or other obligations, we will remove it from non-accrual status.

We determine our allowance based on the current expectation of credit losses over the contractual life of our receivables as required by Topic 326.

We determine our allowance based on the current expectation of credit losses over the contractual life of our receivables as required by ASC 326.

We use a variety of methods in developing our allowance, including discounted cash flow analysis and probability-of-default/loss given default (“PD/LGD”) methods.

2 unchanged sentences

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

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

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

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

We have made certain loan commitments that are within the scope of Topic 326.

We have made certain loan commitments that are within the scope of ASC 326.

When estimating an allowance for these loan commitments we consider the probability of certain amounts to be funded and apply either a discounted cash flow or PD/LGD methodology as described above.

2 unchanged sentences

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

Real estate consists of land or other real property and its related lease intangibles, net of any amortization.

Our real estate is generally leased to tenants on a triple net lease basis, whereby the tenant is responsible for all operating expenses relating to the property, generally including property taxes, insurance, maintenance, repairs and capital expenditures.

Certain real estate transactions may be characterized as “failed sale-leaseback” transactions as defined under ASC Topic 842, Leases , and thus are

accounted for as financing transactions similarly to our commercial receivables as described above in Government and Commercial Receivables.

For our real estate lease transactions that are classified as operating leases, the scheduled rental revenue typically varies during the lease term and thus rental income is recognized on a straight-line basis, unless there is considerable risk as to collectability, so as to produce a constant periodic rent over the term of the lease.

Accrued rental income is the aggregate difference between the scheduled rents that vary during the lease term and the income recognized on a straight-line basis and is recorded in other assets.

Expenses, if any, related to the ongoing operation of leases where we are the lessor are charged to operations as incurred.

Our initial investment is classified as investing activities and income collected for rental income is classified as operating activities in our consolidated statements of cash flows.

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

Debt securities

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

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

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

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

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

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

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

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

We consider several qualitative and quantitative factors in our assessment.

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

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

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

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

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

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

Securitization of Assets

3 unchanged sentences

We typically serve as primary or master servicer of these trusts;

however, as the servicer, we do not have the power to make significant decisions impacting the performance of the trusts.

however, as the servicer, we do not have the power to direct the activities that most significantly impact the economic performance of the trusts.

We account for transfers of financial assets to these securitization trusts as sales pursuant to ASC 860, Transfers and Servicing (“ASC 860”), when we have concluded the transferred assets have been isolated from the transferor (i.e., put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership) and we have surrendered control over the transferred assets.

When we are unable to conclude that we have been sufficiently isolated from the securitized financial assets, we treat such trusts as secured borrowings, retaining the assets on our balance sheet and recording the amounts due to the trust investor as non-recourse debt.

When we are unable to conclude that we have been sufficiently isolated from the securitized financial assets, we treat such arrangements as secured borrowings, retaining the assets on our balance sheet and recording the amounts due to the trust investor as non-recourse debt.

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

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

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

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

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

1 unchanged sentence

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

We initially account for all separately recognized servicing assets and servicing liabilities at fair value and subsequently measure such servicing assets and liabilities using the amortization method.

Servicing assets and liabilities are amortized in proportion to, and over the period of, estimated net servicing income with servicing income recognized as earned.

We assess servicing assets for impairment at each reporting date.

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

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

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

Our residual assets are evaluated for impairment on a quarterly basis under Topic 326.

A residual asset is impaired if its fair value is less than its carrying value.

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

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

These assets are evaluated for impairment on a quarterly basis under ASC 326.

Such assets are

impaired if their fair value is less than its carrying value.

The credit component of impairments, if any, are recognized by recording an allowance against the amortized cost of the asset.

For changes in expected cash flows, we will calculate a new yield based on the current amortized cost of the residual assets and the revised expected cash flows.

For changes in expected cash flows, we will calculate a new yield based on the current amortized cost of the assets and the revised expected cash flows.

This yield is used prospectively to recognize our income related to these assets.

Residual interests in securitized non-financial assets are accounted for as equity method investments, and subject to those accounting policies described above.

Retained interests in securitized non-financial assets are accounted for as equity method investments, and subject to those accounting policies described above.

Cash and Cash Equivalents

11 unchanged sentences

If converted or exchanged, the carrying value of each Convertible Note is reclassified into stockholders’ equity.

In order to offset the economic impacts of any potential dilution upon conversion or exchange of any Convertible Notes, we have entered into capped call transactions, the accounting for which is discussed below in Derivative Financial Instruments.

Derivative Financial Instruments

15 unchanged sentences

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

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

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

When our collateral account with any particular counterparty is in an asset position, we include inflows and outflows related to those collateral

postings within investing activities in our statement of cash flows.

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

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

1 unchanged sentence

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

These transactions are freestanding equity-linked derivative

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

These transactions are freestanding equity-linked derivative instruments that qualify for the exemption for contracts indexed to, and settled in, an issuer’s own equity found in ASC 815, and accordingly the payment of the option premium was recorded as a reduction of additional paid-in-capital within our statement of stockholders’ equity.

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

26 unchanged sentences

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

For awards where the vesting is contingent upon achievement of certain performance targets, compensation expense is measured based on the fair market value on the grant date and is recorded over the requisite service period (which includes the performance period).

For awards where the vesting is contingent upon

achievement of certain performance targets, compensation expense is measured based on the fair market value on the grant date and is recorded over the requisite service period (which includes the performance period).

Actual performance results at the end of the performance period determines the number of shares that will ultimately be awarded.

4 unchanged sentences

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

Employees are eligible for the retirement policy upon meeting age and

years of service criteria.

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

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

12 unchanged sentences

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

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

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

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

3 unchanged sentences

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

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

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

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

9 unchanged sentences

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

As of December 31, 2024 and December 31, 2023, only our residual assets related to our securitization trusts, our derivatives, and our investments were carried at fair value on the consolidated balance sheets on a recurring basis.

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

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

3 unchanged sentences

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

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

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

Spreads are based upon market observation and recent comparable transactions.

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

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

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

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

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

As of December 31, 2025

1 unchanged sentence

(in millions)

Receivables $ 3,222 $ 3,280 Level 3

Receivables held-for-sale

128 114 Level 3

Receivables held-for-sale 79 76 Level 3

Investments (1)

Securitization residual assets (2)

Debt securities (1)

73 73 Level 3

Derivative assets

Retained interests in securitization trusts (2)

300 300 Level 3

Derivative assets 25 25 Level 2

Liabilities (3)

Credit facilities $ 1 $ 1 Level 3

Credit facility

$ 46 $ 46 Level 3

Commercial paper notes 225 225 Level 3

Term loan facilities 415 415 Level 3

Term loans payable

391 391 Level 3

Non-recourse debt 128 128 Level 3

Senior unsecured notes 3,098 3,162 Level 2

Convertible notes

2025 Exchangeable Senior Notes

3,539 3,489 Level 2

2028 Exchangeable Senior Notes

Junior subordinated notes

529 505 Level 2

Total Convertible Notes 684 626 Level 2

Derivative liabilities

(1) The amortized cost of our investments as of December 31, 2024, was $ 8 million.

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

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

Convertible Notes

527 408 Level 2

Derivative liabilities 6 6 Level 2

(1) The amortized cost of our debt securities as of December 31, 2025, was $ 43 million.

(2) The amortized cost of our retained interests in securitization trusts net of allowance for credit losses as of December 31, 2025, was $ 348 million.

A 5% adverse change in discount rates would decrease the fair value of these assets by $ 15 million, and a 10% adverse change would decrease the fair value by $ 29 million.

3 unchanged sentences

(in millions)

$ 2,733 $ 3,074 Level 3

Receivables $ 2,700 $ 2,896 Level 3

Receivables held-for-sale 79 76 Level 3

Investments (1)

Securitization residual assets (2)

219 219 Level 3

Derivative assets

Debt securities (1)

Retained interests in securitization trusts (2)

249 249 Level 3

Derivative assets 72 72 Level 2

Liabilities (3)

1 unchanged sentence

Commercial paper notes 100 100 Level 3

Term loan facilities 736 736 Level 3

Non-recourse debt 158 162 Level 3

Senior unsecured notes 2,251 2,337 Level 2

Convertible notes:

2025 Exchangeable Senior Notes

Term loans payable

415 415 Level 3

2028 Exchangeable Senior Notes

Non-recourse debt 132 136 Level 3

3,098 3,162 Level 2

Convertible notes:

2025 Exchangeable Senior Notes 214 218 Level 2

2028 Exchangeable Senior Notes 470 408 Level 2

Total Convertible Notes 684 626 Level 2

Derivative liabilities

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

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

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

Derivative liabilities 3 3 Level 2

(1) The amortized cost of our debt securities as of December 31, 2024, was $ 8 million.

(2) The amortized cost of our retained interests in securitization trusts net of allowance for credit losses as of December 31, 2024, was $ 301 million.

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

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

Securitization residual assets

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

Debt Securities

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

For the year ended

1 unchanged sentence

Balance, beginning of period $ 7 $ 7

Accretion of securitization residual assets 17 14

Additions to securitization residual assets 43 37

Collections of securitization residual assets ( 14 ) ( 17 )

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

Provision for loss on securitization residual assets — ( 3 )

Purchases of debt securities

Payments on debt securities

Sale of debt securities

Equity method investee losses applied (1)

Unrealized gains (losses) on debt securities recorded in OCI

Balance, end of period $ 73 $ 7

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

(1) As described in Note 2, losses in excess of basis from equity method investments from which we have other outstanding instruments are allocated against those other instruments.

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

Estimated Fair Value Unrealized Losses (1)

4 unchanged sentences

December 31, 2024 — 7 — 1 — 5

(1) Other than as discussed in Note 5, loss positions are due to interest rates movements and is not indicative of credit deterioration.

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

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

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

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

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

In determining the fair value of our debt securities, we used a market-based risk-free rate and added a range of interest rate spreads based upon transactions involving similar assets of approximately 3 % to 6 % as of December 31, 2025 and 3 % as of December 31, 2024.

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

Retained interests in securitization trusts

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

For the year ended

(in millions)

Balance, beginning of period $ 249 $ 219

Accretion of retained interests in securitization trusts

Additions to retained interests in securitization trusts

Collections from retained interests in securitization trusts

( 21 ) ( 14 )

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

Balance, end of period $ 300 $ 249

We had the following retained interests in securitization trusts in an unrealized loss position:

Estimated Fair Value Unrealized Losses (1)

Count of Assets

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

(in millions)

December 31, 2025 $ 31 $ 188 $ 1 $ 51 8 87

December 31, 2024 67 152 4 52 28 69

(1) Other than the assets for which there is a reserve as discussed in Note 5, loss positions are due to interest rates movements and are not indicative of credit deterioration.

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

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

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

Non-recurring Fair Value Measurements

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

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

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

1 unchanged sentence

Concentration of Credit Risk

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

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

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

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

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

10 unchanged sentences

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

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

Non-controlling interest holders redeemed 157,046 OP units during the year ended December 31, 2025, and redeemed 10,000 OP units during the year ended December 31, 2024.

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

1 unchanged sentence

The LTIP Units are designed to qualify as profits interests in the Operating Partnership and initially will have a capital account balance of zero and, therefore, will not have full parity with OP units with respect to liquidating distributions or other rights.

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

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

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

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

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

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

In addition to these attributes, there are vesting and settlement conditions similar to our other equity-based awards as discussed in Notes 2 and 11 to our financial statements in this Form 10-K.

In addition to these attributes, there are vesting and settlement conditions similar to our other equity-based awards as discussed in Notes 2 and 11 to our audited financial statements in this Form 10-K.

Securitization of Financial Assets

6 unchanged sentences

Proceeds from securitizations 699 1,152 628

Cash received from residual and servicing assets 20 20 20

In connection with securitization transactions, we typically retain servicing responsibilities and residual assets.

Cash received from retained interests in securitization trusts and servicing fees

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

We generally receive annual servicing fees that are typically up to 0.25 % of the outstanding balance.

We may periodically make servicer advances that are subject to credit risk.

Included in securitization assets in our consolidated balance sheets are our servicing assets at amortized cost and our residual assets at fair value.

Our residual assets are subordinate to investors’ interests, and their values are subject to credit, prepayment and interest rate risks on the transferred financial assets.

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

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

Assets related to our retained interests in securitization trusts are held on our balance sheet at fair value.

Our retained interests are subordinate to investors’ interests, and their values are subject to credit, prepayment and interest rate risks on the transferred financial assets.

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

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

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

Depending on the nature of the transaction risks, the all-in discount rate ranged from 5.7 % to 7.0 % during the year ended December 31, 2025.

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

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

As of December 31, 2025 and 2024, the balance of securitized assets held in unconsolidated securitization trusts was $ 7.2 billion and $ 6.8 billion, respectively.

As of December 31, 2025 and 2024, the securitization trusts held $ 6.6 billion and $ 6.2 billion, respectively, of notes due to investors.

As of December 31, 2025, there were no material payments from debtors to the securitization trusts that were greater than 90 days past due.

Receivables from contracts for the installation of energy efficiency and other technologies are the source of cash flows for $ 116 million of our securitization residual assets.

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

We have a $ 3 million allowance for losses on our retained interests in securitization trusts related to assets secured by property assessed clean energy liens.

This allowance is a result of changes in our estimates of cash flows due to prepayments on certain of these assets.

There has been no change in the underlying credit quality of the securitized assets since origination.

Of our retained interests in securitization trusts, 56 % are related to contracts where the underlying cash flows are secured by an interest in real estate which are typically senior in terms of repayment to other financings.

Receivables from contracts for the installation of energy efficiency and other technologies are the source of cash flows of 44 % of our securitization residual assets.

These technologies are typically installed in facilities owned by, or operated for or by, federal, state or local government

entities where the ultimate obligor for the receivable is a governmental entity.

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

The remainder of our securitization residual assets are related to contracts where the underlying cash flows are secured by an interest in real estate which are typically senior in terms of repayment to other financings.

In 2023, we recorded an allowance for losses on securitization residual assets related to prepayable assets secured by real estate.

While there is no change in the underlying credit quality of the securitized assets, we have revised our estimates of cash flows due to prepayments on certain of these assets.

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

Commercial Government

(in millions)

Beginning balance - December 31, 2022

Provision for loss on securitization asset 3 —

Provision recorded on purchase of a credit deteriorated asset — —

Write-off of allowance — —

Recovery of allowance — —

Ending balance - December 31, 2023

Provision for loss on securitization asset — —

Provision recorded on purchase of a credit deteriorated asset — —

Write-off of allowance — —

Recovery of allowance — —

Ending balance - December 31, 2024

Our Portfolio

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

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

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

As of December 31, 2025, our Portfolio included approximately $ 7.6 billion of equity method investments, receivables, real estate and debt securities on our balance sheet.

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

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

The real estate is typically land and related lease intangibles for long-term leases to wind and solar projects.

In developing and evaluating performance against our credit criteria, we consider a number of qualitative and quantitative criteria which may include a project’s operating results, loan-to-value ratio, any cash reserves, the ability of expected cash from operations to cover the cash flow requirements currently and into the future, key terms of the transaction, the ability of the borrower to refinance the transaction, the financial and operating capability of the borrower, its sponsors or the obligor as well as any guarantors and the project’s collateral value.

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

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

The following is an analysis of the Performance Ratings of our Portfolio as of December 31, 2025, which is assessed quarterly:

Portfolio Performance

Commercial Government

Receivable vintage (4)

14 unchanged sentences

Receivables held-for-sale 58 56 — — 114

Investments 5 — — 2 7

Real estate 3 — — — 3

Debt securities and real estate

Equity method investments (5)

4 unchanged sentences

(2) This category includes our assets where based on our credit criteria and performance to date we believe there is a moderate level of risk to not receiving some or all of our invested capital.

In 2025, we moved into this category a receivable previously included in Category 1 where the underlying assets are experiencing project-specific operational challenges which are currently in the process of being remediated.

(3) This category includes our assets where based on our credit criteria and performance to date, we believe there is substantial doubt regarding our ability to recover some or all of our invested capital.

Loans in this category are placed on non-accrual status.

Receivables or debt securities in this category are placed on non-accrual status.

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

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

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

The following is an analysis of the Performance Ratings of our Portfolio as of December 31, 2024:

Portfolio Performance

Receivable vintage (4)

(dollars in millions)

2024 $ 65 $ — $ — $ — $ 65

2023 881 — — — 881

2022 959 — — — 959

2021 295 — — — 295

2020 175 — — — 175

Prior to 2020

536 35 — — 571

Total receivables held-for-investment

2,911 35 — — 2,946

Allowance for loss on receivables

( 50 ) — — — ( 50 )

Net receivables held-for-investment

2,861 35 — — 2,896

Receivables held-for-sale 39 37 — — 76

Debt securities and real estate

Equity method investments (5)

3,577 — 35 — 3,612

6,485 74 35 — 6,594

Percent of Portfolio 98 % 1 % 1 % — % 100 %

(1) This category includes our assets where based on our credit criteria and performance to date we believe that our risk of not receiving our invested capital remains low.

(2) This category includes our assets where based on our credit criteria and performance to date we believe there is a moderate level of risk to not receiving some or all of our invested capital.

Receivables or debt securities in this category are placed on non-accrual status.

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

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

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

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

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

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

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

As of December 31, 2025 our allowance for losses on receivables was $ 62 million based on our expectation for credit losses over the lives of the receivables in our Portfolio.

During 2025, we recorded a provision for loss on receivables of approximately $ 12 million related to new loans and loan commitments as well as changes in project-specific assumptions for certain assets.

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

December 31, 2025 December 31, 2024

8 unchanged sentences

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

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

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

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

We use assumptions related to these risks to estimate an allowance using a discounted cash flow analysis or the PD/LGD method as discussed in Note 2.

All of our commercial receivables are included in Performance Rating 1 in the Portfolio Performance table above.

For those assets in Performance Rating 1, the credit worthiness of the obligor combined with the various structural protections of our assets cause us to believe we have a low risk we will not receive our invested capital, however we recorded a $ 58 million allowance on these $ 3.3 billion in assets as a result of lower probability assumptions utilized in our allowance methodology.

2 unchanged sentences

Risk characteristics of our government receivables include the energy savings or the power output of the projects and the ability of the government obligor to generate revenue for debt service via taxation or other means.

Transactions may have guarantees of energy savings or other performance support from third-party service providers, which typically are entities, directly or whose ultimate parent entity is, rated investment grade by an independent rating agency.

Transactions may have guarantees of energy savings or other performance support from third-party service providers, which typically are entities that are rated or whose ultimate parent entity is rated investment grade by an independent rating agency.

All of our government receivables are included in Performance Rating 1 in the Portfolio Performance table above.

1 unchanged sentence

Our expectation of credit losses for these receivables is immaterial given the high credit-quality of the obligors.

The following table reconciles our beginning and ending allowance for loss on receivables by Portfolio Segment for the year ended December 31, 2024:

The following table reconciles our beginning and ending allowance for loss on receivables by Portfolio Segment for the years ended December 31, 2025 and 2024:

Commercial Government

8 unchanged sentences

We have no receivables on non-accrual status.

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

The following table provides a summary of the maturity dates of our receivables and the weighted average yield for each range of maturities as of December 31, 2025:

Total Less than 1

3 unchanged sentences

Weighted average yield by period 9.5 % 10.4 % 10.2 % 9.2 % 7.9 %

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

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

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

(in millions)

Land $ 3 $ 97

Lease intangibles — 22

Accumulated amortization of lease intangibles — ( 8 )

Real estate $ 3 $ 111

Debt Securities

The following table provides a summary of the maturity dates of our debt securities and the weighted average yield for each range of maturities as of December 31, 2025:

Total Less than 1

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

(dollars in millions)

Maturities by period (excluding allowance) $ 73 $ — $ — $ 5 $ 68

Weighted average yield by period 9.5 % — % — % 3.1 % 10.0 %

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

Equity Method Investments

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

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

As of December 31, 2025, we held the following equity method investments:

1 unchanged sentence

(in millions)

CarbonCount Holdings 1 LLC

Jupiter Equity Holdings, LLC $ 517

Daggett Renewable HoldCo LLC

Lighthouse Renewable HoldCo 2 LLC

CarbonCount Holdings 1 LLC

Other equity method investments

1 unchanged sentence

Jupiter Equity Holdings, LLC

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

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

In 2025, Jupiter sold a utility-scale wind project back to the project sponsor, as the sponsor had elected to repower the project.

Jupiter incurred a GAAP loss upon the sale, and we were allocated a $ 108 million GAAP loss as a result of HLBV during the quarter ended December 31, 2025.

Our investment in Jupiter is a preferred investment at the portfolio level whereby cash from other projects can be swept to protect our return, and those other projects continue to operate.

Through December 31, 2025, we have made capital contributions to Jupiter of approximately $ 562 million related to these projects reflecting final funding true-ups after all projects reached substantial completion.

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

Alongside the project sponsor and under terms outlined in the partnership agreement, we have $ 78 million in loans outstanding to Jupiter for payments to allow for the restructuring of certain power purchase agreements and tax equity arrangements, which we expect to increase both near-term cash flows and expected lifetime return.

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

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

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

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

6 unchanged sentences

Daggett Renewable HoldCo LLC

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

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

We have made investments in the preferred cash equity interests of Daggett of approximately $ 232 million through December 31, 2025, reflecting final funding true-ups after all projects reached substantial completion.

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

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

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

4 unchanged sentences

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

Lighthouse Renewables HoldCo 2 LLC

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

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

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

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

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

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

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

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

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

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

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

Related party transactions

CarbonCount Holdings 1 LLC

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

We, through our indirect subsidiary, HASI CarbonCount Holdings 1, LLC (“HASI CarbonCount”) and Hoops Midco, LLC (“KKR Hoops”), an investment vehicle managed by an affiliate of Kohlberg Kravis Roberts & Co.

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

CCH1 has been formed as a Delaware limited liability company.

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

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

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

At inception, HASI CarbonCount and KKR Hoops committed $ 1 billion to CCH1 to be invested in eligible assets during an 18 month investment period.

In 2025, HASI CarbonCount and KKR made an additional capital commitment of $ 500 million each and extended the investment period to the earlier of the end of 2027 or when all commitments have been utilized.

Through our indirect subsidiaries, HASI Securities, LLC (the “Broker-Dealer”) and CarbonCount Holdings Manager LLC (the “Asset Manager”, and, together with the Broker-Dealer, the “Service Providers”), we are engaged by CCH1 pursuant to a services agreement (the “Services Agreement”) to provide certain services to CCH1.

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

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

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

Pursuant to the Services Agreement, the CCH1 Board has delegated to the Service

Providers certain rights and powers to manage the day-to-day business and affairs of CCH1, while retaining control over the significant decision making of CCH1.

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

5 unchanged sentences

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

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

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

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

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

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

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

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

To date, both we and KKR have each funded $ 587 million of our individual $ 1.5 billion commitment amount.

As of December 31, 2025, CCH1 contains $ 1.9 billion book value in investment assets, 75 % of which are equity method investments, and 25 % of which are receivables and debt securities.

Of the assets in CCH1, $ 1.0 billion and $ 0.3 billion were fee-generating assets representing other investors’ share of our co-investment structures as of December 31, 2025 and 2024, respectively.

In 2025, CCH1 entered into an agreement to issue up to $ 592 million of senior notes due 2045 pursuant to a note purchase agreement and $ 307 million in secured debt pursuant to a delayed-draw term loan agreement.

Debt in the amount of $ 684 million has been issued as of December 31, 2025.

Debt proceeds are used to make investments incremental to the $ 1.5 billion commitment per investor.

In December 2025, we advanced $ 63 million of KKR’s equity contribution on their behalf, which is included as a cash outflow in Other within the Investing Activities within our statement of cash flows.

We were reimbursed this amount by KKR in January 2026.

While we do not recognize our income from CCH1 in arrears, CCH1 typically recognizes income from its equity method investees one quarter in arrears to allow for its receipt of financial information.

Other Related Party Transactions

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

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

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

As of December 31, 2025, of our receivables, approximately $ 629 million are loans made to entities in which we also have non-controlling equity investments of approximately $ 1.0 billion.

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

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

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

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

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

Because the loans made to these entities are typically subordinate to senior debt and tax equity investors in the projects, these loans, which have maturities of over ten years , may accrue PIK interest in the early years of the project until sufficient cash flow is available for our interest payments.

Any change in PIK interest is included in Change in accrued interest on receivables and investments in the operating section of our statement of cash flows.

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

Because the loans made to these entities are typically subordinate to senior debt and tax equity investors in the projects, these loans, which typically have maturities of over ten years , may accrue PIK interest in the early years of the project until sufficient cash flow is available for our interest payments.

Any change in PIK interest is included in Change in accrued interest on receivables and debt securities in the Operating section of our statement of cash flows.

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

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

For the year ended December 31,

As of and for the year ended December 31,

2025 2024 2023

(in millions)

Outstanding balance of related party loans

$ 629 $ 822 $ 995

Interest income from related party loans 64 81 68

2 unchanged sentences

Interest collected from related party loans 80 64 62

Investments related to SunPower Corporation

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

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

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

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

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

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

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

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

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

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

Credit facilities and commercial paper notes

Credit facility and commercial paper notes

Unsecured revolving credit facility

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

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

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

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

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

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

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

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

In 2025, we added five new lenders to the existing syndicate and increased the maximum outstanding borrowing amount of the facility from $ 1.350 billion to $ 1.825 billion.

The facility matures in April 2028.

As of December 31, 2025, there is $ 46 million of outstanding borrowings under the facility and approximately $ 8 million of remaining unamortized financing costs associated with the unsecured revolving credit facility have been capitalized and included in other assets on our balance sheet and are being amortized on a straight-line basis over the term of the unsecured revolving credit facility.

The current interest rate on the unsecured revolving credit facility is 5.40 %.

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

The current applicable margins are 1.625 % for SOFR-based loans and 0.625 % for prime rate-based loans, plus an additional 0.10 %, before applying any adjustments for achieved levels of carbon emissions avoidance.

The unsecured revolving credit facility also includes customary events of default and remedies.

1 unchanged sentence

Credit-Enhanced Commercial Paper Note Program

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

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

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

The capacity of the program allows for up to $ 125 million outstanding at any time, and the program matures in April 2026.

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

2 unchanged sentences

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

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

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

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

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

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

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

As of December 31, 2025, we have no Credit-Enhanced Commercial Paper Notes outstanding under the facility.

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

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

Any loans converted from drawn letter of credit amounts bear interest at a rate of Term SOFR plus 1.875 %, plus an additional 0.10 %.

Fees paid on the drawn letters of credit may be reduced by up to 0.10 % to the extent our Portfolio achieves certain targeted levels of carbon emissions avoidance as measured by our CarbonCount metric.

As of December 31, 2024, we have no remaining unamortized financing costs associated with the commercial paper program and associated letter of credit.

Fees paid on the drawn letters of credit may be adjusted by up to 0.10 % to the extent our Portfolio achieves certain targeted levels of carbon emissions avoidance as measured by our CarbonCount metric.

As of December 31, 2025, we have no remaining unamortized financing costs associated with the program and associated letter of credit.

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

1 unchanged sentence

Standalone Commercial Paper Program

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

We issue unsecured short-term promissory notes pursuant to a CarbonCount Green Commercial Paper Program which are guaranteed by certain of our subsidiaries (“Standalone Commercial Paper Notes”).

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

1 unchanged sentence

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

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

As a credit enhancement for our Standalone Commercial Paper Notes, we reserve capacity under our unsecured revolving credit facility for the principal amount of any outstanding Standalone Commercial Paper Notes.

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

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

As of December 31, 2025, we had $ 226 million principal amount of Standalone Commercial Paper Notes outstanding, which bear an average borrowing cost of 4.52 % and mature in 2026.

Senior secured revolving credit agreement

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

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

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

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

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

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

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

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

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

In 2024, we entered into a senior secured revolving credit agreement with a maximum outstanding principal amount of $ 100 million which matures in 2029, under which we could pledge collateral to the facility in the form of certain qualifying land assets or assets secured by land.

In 2025, we terminated the agreement in exchange for the lender joining the syndicate of lenders participating in our unsecured revolving credit facility.

Long-term Debt

Non-recourse debt

We have outstanding the following asset-backed non-recourse debt and bank loans:

Balance as of

December 31, Interest Rate Maturity Date Anticipated

Maturity Carrying Value of

Assets Pledged

as of December 31, Description of Assets

2024 2023 2024 2023

(dollars in millions)

HASI Sustainable Yield Bond 2015-1A (1)

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

HASI SYB Trust 2016-2 (2)

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

HASI Harmony Issuer

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

Other non-recourse debt (3)

40 43 3.15 % - 7.23 %

2026 to 2032 17 41 46 Receivables

Unamortized financing costs ( 4 ) ( 2 )

Non-recourse debt (4)

(1) We prepaid this obligation in 2024.

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

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

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

(4) The total collateral pledged against our non-recourse debt was $ 307 million and $ 239 million as of December 31, 2024 and December 31, 2023, respectively, which includes $ 20 million and $ 11 million of restricted cash that was pledged for debt service as of December 31, 2024 and December 31, 2023, respectively.

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

There is no recourse for repayment of these obligations other than to the applicable borrower and any collateral pledged as security for the obligations.

Generally, the assets and credit of these entities are not available to satisfy any of our other debts and obligations.

The creditors can only look to the borrower, the cash flows of the pledged assets and any other collateral pledged, to satisfy the debt and we are not otherwise liable for nonpayment of such cash flows.

The debt agreements contain terms, conditions, covenants, and representations and warranties that are customary and typical for transactions of this nature, including limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds and stock repurchases.

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

We typically act as servicer for the debt transactions.

We were in compliance with all covenants as of December 31, 2024 and 2023.

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

The stated minimum maturities of non-recourse debt as of December 31, 2024, were as follows:

Year Ending December 31, Future minimum

(in millions)

Thereafter 84

Total minimum maturities 136

Unamortized financing costs ( 4 )

Total non-recourse debt $ 132

The stated minimum maturities of non-recourse debt above include only the mandatory minimum principal payments.

To the extent there are additional cash flows received from our investments serving as collateral for certain of our non-recourse debt facilities, these additional cash flows may be required to be used to make additional principal payments against the respective debt.

Any additional principal payments made due to these provisions may impact the anticipated balance at maturity of these financings.

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

Senior Unsecured Notes

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

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

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

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

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

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

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

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

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

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

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

In 2025, we issued $ 600 million principal amount of Senior Notes due in 2031 (“2031 Senior Notes”) and $ 400 million principal amount of Senior Notes due in 2035 (“2035 Senior Notes”).

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

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

The following are summarized terms of the Senior Notes as of December 31, 2025:

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

(in millions)

2025 Notes $ — (1)

April 15, 2025 6.000 % April 15 and

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

2026 Senior Notes

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

2027 Senior Notes

June 15, 2027 8.000 % June 15 and December 15

March 15, 2027 (3)

2030 Notes 375 (5)

2030 Senior Notes

September 15, 2030 3.750 % February 15 and August 15

July 1, 2034 6.375 % July 1st and

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

2031 Senior Notes

January 15, 2031 6.150 % January 15 and

December 15, 2030 (7)

2034 Senior Notes

July 1, 2034 6.375 % July 1 and

2035 Senior Notes

July 15, 2035 6.750 % January 15 and

April 15, 2035 (7)

(1) See above for discussion of the partial repurchases of the outstanding notes which occurred in 2025.

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

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

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

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

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

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

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

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

(6) We issued the $ 600 million aggregate principal amount of the 2031 Senior Notes for total proceeds of $ 598 million ($ 593 million net of issuance costs) at an effective interest rate of 6.218 %.

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

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

(8) In 2024, we issued $ 700 million principal amount of 2034 Senior Notes, which bear interest at a rate of 6.375 %.

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

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

There was no premium paid upon redemption.

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

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

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

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

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

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

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

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

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

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

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

(9) We issued the $ 400 million aggregate principal amount of the 2035 Senior Notes for total proceeds of $ 398 million ($ 395 million net of issuance costs) at an effective interest rate of 6.815 %.

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

As of and for the year ended December 31,

4 unchanged sentences

Unamortized financing costs ( 23 ) ( 23 )

Carrying value of Senior Unsecured Notes $ 3,139 $ 2,319

Carrying value of Senior Notes

$ 3,466 $ 3,139

Interest expense $ 190 $ 148

Junior Subordinated Notes

In 2025, we issued $ 500 million aggregate principal amount of Green Junior Subordinated Notes due in 2056 (“2056 Junior Subordinated Notes”) which are guaranteed by the Company and certain other Subsidiaries on a subordinated basis.

The 2056 Junior Subordinated Notes bear interest at a rate of 8.000 % per year until June 1, 2031.

After that date, the interest rate resets every five years to the then-current five-year Treasury rate plus a spread of 4.301 %, provided that the interest rate will not be reset below 8.000 %.

Subject to the Company’s right to defer interest payments in certain circumstances, interest on the 2056 Junior Subordinated Notes will be paid semi-annually in arrears on each June 1 and December 1, commencing June 1, 2026.

We may redeem the 2056 Junior Subordinated Notes in whole or in part at a price equal to 100 % of the principal amount being redeemed, plus accrued and unpaid interest, on or after March 3, 2031.

Our Junior Subordinated Notes provided for certain covenants, including certain requirements in the event that we merge with or sell substantially all of our assets to another entity.

We will use cash equal to the net proceeds from the offering of the 2056 Junior Subordinated Notes to acquire, invest in or refinance, in whole or in part, new and/or existing eligible green projects.

In the event of ratings downgrade by two or more rating agencies due to a change of control, there is a provision in the Junior Subordinated Notes that requires us to either elect to redeem the notes at 101 % of the principal amount plus accrued and unpaid interest or, if we elect not to redeem the notes, and we have not given a redemption notice for any other specified reason, the interest rate will be increased by 5.00 %.

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

As of and for the year ended December 31,

(in millions)

Principal $ 500

Accrued interest 5

Unamortized financing costs ( 7 )

Carrying value of Junior Subordinated Notes

Interest expense $ 5

Convertible Notes

9 unchanged sentences

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

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

The current balance including accreted premium is $ 218 million.

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

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

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

Upon exchange of the 2028 Exchangeable Senior Notes, exchange may be settled through cash, shares of our common stock or a combination of cash and shares of our common stock, at our election (as described in the indenture related to the 2028 Exchangeable Senior Notes).

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

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

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

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

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

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

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

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

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

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

4 unchanged sentences

Accrued interest 5 6

Premium 18 11

Unamortized financing costs ( 5 ) ( 7 )

14 unchanged sentences

CarbonCount Term Loan Facility

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

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

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

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

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

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

As of December 31, 2025, the applicable margin is 1.875 % plus 0.10 %.

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

Interest is due and payable quarterly.

Interest is due and payable monthly.

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

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

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

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

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

As of December 31, 2025, the outstanding principal and accrued interest balance is $ 234 million, and the current interest rate is 5.64 %.

Amounts which were due under the Unsecured Term Loan Facility as of December 31, 2025 are as follows:

Year Ending December 31, Future maturities

2 unchanged sentences

Carrying Value $ 232

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

The Unsecured Term Loan Facility contains terms, conditions, covenants, and representations and warranties that are customary and typical for a transaction of this nature, including various affirmative and negative covenants, and limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature

of business, transactions with affiliates, stock repurchases and dividends we declare.

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

Secured Term Loan

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

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

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

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

2 unchanged sentences

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

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

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

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

As of December 31, 2025, the outstanding principal and accrued interest balance is $ 156 million, the interest rate as of the last rate reset is 6.36 %, and we have receivables, retained interests in securitization trusts, and equity method investments pledged with a carrying value of $ 422 million.

Amounts which were due under the Secured Term Loan Facility as of December 31, 2025 are as follows:

Year Ending December 31, Future maturities

2 unchanged sentences

Carrying Value $ 154

Delayed-draw term loan agreement

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

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

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

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

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

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

Non-recourse debt

We have outstanding the following asset-backed non-recourse debt and bank loans:

Balance as of

December 31, Interest Rate Maturity Date Anticipated

Maturity Carrying Value of

Assets Pledged

as of December 31, Description of Assets

2025 2024 2025 2024

(dollars in millions)

HASI Harmony Issuer

93 96 6.78 % July 2043 — 274 266 Equity method investments

Other non-recourse debt (1)

35 40 3.15 % - 7.23 %

2026 to 2032 17 37 41 Receivables

Unamortized financing costs ( 3 ) ( 4 )

Non-recourse debt (2)

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

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

(2) The total collateral pledged against our non-recourse debt was $ 311 million and $ 307 million as of December 31, 2025 and December 31, 2024, respectively.

These amounts include $ 35 million and $ 20 million of restricted cash pledged for debt service payments as of December 31, 2025 and December 31, 2024, respectively.

There is no recourse for repayment of these obligations other than to the applicable borrower and any collateral pledged as security for the obligations.

Generally, the assets and credit of these entities are not available to satisfy any of our other debts and obligations.

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

We typically act as servicer for the debt transactions.

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

The stated minimum maturities of non-recourse debt as of December 31, 2025, were as follows:

Year Ending December 31, Future minimum

(in millions)

Thereafter 76

Total minimum maturities 128

Unamortized financing costs ( 3 )

Total non-recourse debt $ 125

The stated minimum maturities of non-recourse debt above include only the mandatory minimum principal payments.

To the extent there are additional cash flows received from the pledged assets serving as collateral for certain of our non-recourse debt facilities, these additional cash flows may be required to be used to make additional principal payments against the respective debt.

Any additional principal payments made due to these provisions may impact the anticipated balance at maturity of these financings.

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

Interest rate swaps

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

Instrument Type Index Hedged Rate Notional Value

Fair Value as of Term

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

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

We have entered into the following derivative transactions that are designated as cash flow hedges as of December 31, 2025:

Instrument Type Index Hedged Rate Notional Value Fair Value as of Term of Derivative and Forecasted Transaction

December 31, 2025 December 31, 2024

($ in millions)

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

$ 3 $ ( 12 ) March 2023 to March 2033

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

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

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

8 April 2025 to April 2035

Interest Rate Collar 1 month SOFR 3.70 % - 4.00 %

Interest rate swap

1 month SOFR 3.79 % $ 200 $ ( 3 ) $ 3 March 2023 to March 2033

Interest rate swap

Overnight SOFR 2.98 % 400 (1)

— 24 June 2026 to June 2033

Interest rate swap

Overnight SOFR 3.09 % 600 20 32 June 2026 to June 2033

Interest rate collar

1 month SOFR 3.70 % - 4.00 %

250 — — May 2023 to May 2026

Interest Rate Swap Overnight SOFR 4.39 % to 4.42 %

Interest rate swaps

Overnight SOFR 4.39 % to 4.42 %

158 ( 6 ) ( 3 ) September 2023 to June 2033

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

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

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

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

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

Interest rate swap

Overnight SOFR 3.72 % 375 8 11 June 2027 to June 2037

(1) In 2025, we settled this swap for cash proceeds of approximately $ 16 million.

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

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

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

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

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

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

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

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

As of December 31, 2025, all of our derivatives were designated as hedging instruments which were deemed to be effective.

As of December 31, 2025, we have posted $ 10 million of collateral, $ 6 million of which is netted against the derivative liability included in accounts payable, accrued expenses, and other on our balance sheet, with the remainder in other assets.

We hold $ 11 million of collateral posted by our counterparties, which we have netted against the derivative asset which is included in other assets on our balance sheet.

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

7 unchanged sentences

Ending balance - December 31, 2025

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

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

We expect a net benefit of approximately $ 4 million to be released out of AOCI into interest expense over the 12 months following December 31, 2025.

The below table shows the benefit (expense) included in interest expense as a result of our hedging activities as of December 31, 2025.

For the Year ended December 31,

1 unchanged sentence

(amounts in millions)

Interest expense

$ 242 $ 171 $ 116

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

( 10 ) ( 6 ) —

Benefit included in interest expense due to hedging activities

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

In 2025, we entered into forward-starting interest rate swaps with a notional value of $ 550 million to manage interest rate risk associated with future expected debt issuances.

We financially settled these instruments for cash proceeds of $ 9 million in 2025 in connection with the issuance of the 2031 Senior Notes, the 2035 Senior Notes, and the 2056 Junior Subordinated Notes as described in Note 8 above.

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

Commitments and Contingencies

We lease office space at our headquarters in Annapolis, Maryland under an operating lease entered into in 2021 which expires in 2033.

In 2023, we entered into a lease for additional office space in New York, New York.

We have a lease related to our previous office space entered into in 2011 and amended in 2013 and 2017.

Lease payments under this prior lease commenced in 2012 and incremental payments related to the amendments commenced in 2014 and 2017.

The lease expires in 2027, and we began subleasing this space in 2023.

The leases provide for operating expense reimbursements and annual escalations that are amortized over the respective lease terms on a straight-line basis.

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

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

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

1 unchanged sentence

Guarantees and other commitments

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

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

As of December 31, 2024, our maximum obligation under this guarantee is approximately $ 87 million.

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

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

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

As of December 31, 2025, there have been no such actions resulting in claims against the Company.

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

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

The guarantees are in effect until the tax equity investors in those project companies achieve their target preferred returns.

Our contractual maximum under these guarantees is $ 53 million, and is limited to $ 20 million in any particular calendar year.

If required, we would satisfy these guarantees by making additional equity contributions to Jupiter.

As of December 31, 2025, we have no liability recorded as a result of these guarantees as we believe it is not probable we will be required to perform under them.

As of December 31, 2025 we have not been asked to perform under them.

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

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

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

As of December 31, 2025, our maximum obligation under this guarantee is approximately $ 104 million.

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

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

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

3 unchanged sentences

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

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

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

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

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

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

We recorded an income tax expense of approximately $ 85 million for the year ended December 31, 2025, a $ 70 million tax expense for the year ended December 31, 2024, and a $ 32 million tax expense for the year ended 2023.

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

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

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

All of the Company's pre-tax income for the years presented was generated in the United States and all income tax expense recognized relates solely to deferred tax expense.

No material cash income taxes were paid to the United States or state and local jurisdictions during the year ended December 31, 2025.

The provision (benefit) for income taxes consists of the following:

2025 2024 2023

(in millions)

Current tax expense

State and local

Total current tax expense

Deferred tax expense

$ 58 $ 48 $ 23

State and local

Total deferred tax expense

$ 85 $ 70 $ 32

Total income tax expense

$ 85 $ 70 $ 32

The following table reconciles the U.S.

federal statutory tax rate and expense to the effective income tax rate and expense:

For the year ended December 31,

2025 2024 2023

Amount Percent Amount Percent Amount Percent

(dollars in millions)

Federal statutory income tax rate $ 57 21 % $ 58 21 % $ 38 21 %

Changes in rate resulting from:

State and local income tax, net of federal effect (1)

State and local taxes

13 5 % 14 5 % 3 2 %

State deferred tax remeasurement

( 8 ) ( 3 ) % 9 3 % — — %

State deferred tax other adjustments 21 8 % — — % — — %

Energy tax credits

( 6 ) ( 2 ) % ( 9 ) ( 3 ) % ( 10 ) ( 6 ) %

Changes in valuation allowance

— — % — — % ( 10 ) ( 6 ) %

Nontaxable or nondeductible items

Share-based compensation

Equity method investments ( 3 ) % ( 6 ) % ( 9 ) %

Recognition of deferred tax liability from REIT revocation — % 18 % — %

5 2 % 5 2 % 3 2 %

REIT benefit/dividends paid deduction

— — % — — % ( 25 ) ( 14 ) %

State income taxes

— — % 2 1 % 2 1 %

Other 1 % — % 7 %

Valuation allowance — % ( 6 ) % 19 %

Other reconciling differences

Recognition of deferred tax liability from REIT revocation

— — % — — % 33 18 %

Prior period adjustments (2)

3 1 % ( 8 ) ( 3 ) % ( 1 ) — %

— — % ( 1 ) — % ( 1 ) ( 1 ) %

Effective tax rate $ 85 32 % 70 26 % $ 32 17 %

(1) State taxes in California and Maryland made up the majority (greater than 50 percent) of the tax effect in this category.

(2) Prior period adjustments included above primarily relate to changes in estimates made in calculating the Company's tax provision and estimates of taxable income from investments.

Our deferred tax liability was $ 237 million and $ 155 million as of December 31, 2025 and 2024.

6 unchanged sentences

Share-based compensation 3 2

Valuation allowance — —

Gross deferred tax assets 239 261

Receivables basis difference $ ( 68 ) $ ( 57 )

Equity method investments ( 394 ) ( 338 )

Receivables basis difference $ ( 75 ) $ ( 68 )

Gross deferred tax liabilities ( 476 ) ( 416 )

5 unchanged sentences

Of our NOLs, $ 801 million were added in taxable years after 2017 which are not subject to expiration but are limited to 80% of taxable income.

Our tax credits begin to expire in 2034.

We have invested, and continue to invest in the normal course of business, in projects which generate tax credits and other tax attributes such as depreciation.

Our tax credits related to investments made through 2025 begin to expire in 2034.

We have no examinations in progress, none are expected at this time, and years 2022 through 2025 are open.

4 unchanged sentences

Common distributions

Ordinary income — % 52 %

Taxable dividend (1)

Return of capital

Capital gain dividend

Total common distributions

(1) 100 % of the taxable dividend is eligible to be treated as a qualified dividend.

Dividends and Distributions

17 unchanged sentences

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

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

We completed the following public offerings (including ATM issuances) of our common stock during 2025 and 2024:

Date/Period Common Stock

3 unchanged sentences

Q1 2024 ATM 1.193 $ 25.89 $ 31

5/30/2023 Public Offering 15.000 22.23 333

Q2 2024 ATM 1.662 31.42 52

8 unchanged sentences

Equity-based Compensation Awards

We have 7,500,000 awards authorized for issuance under our current equity-based compensation plan.

As of December 31, 2024, we have issued awards with service, performance and market conditions and have 5,295,725 awards remaining available for issuance.

We have 7,500,000 awards authorized for issuance under our current equity-based compensation plan and have 4,289,301 awards remaining available for issuance as of December 31, 2025.

These outstanding awards vest from 2026 to 2029 subject service, performance and market conditions.

During the year ended December 31, 2025, our Board awarded employees and directors 906,368 shares of restricted stock, restricted stock units, and LTIP Units that vest from 2026 to 2029.

32 unchanged sentences

Incremental performance shares granted — — —

Vested ( 18,041 ) 35.17 ( 0.6 )

Forfeited ( 15,912 ) 68.12 ( 1.1 )

3 unchanged sentences

Incremental performance shares granted — — —

Vested ( 4,376 ) 41.64 ( 0.2 )

Forfeited ( 26,810 ) 54.04 ( 1.4 )

28 unchanged sentences

Incremental performance shares granted — — —

Vested ( 96,496 ) 19.94 ( 1.9 )

Forfeited ( 86,274 ) 65.28 ( 5.6 )

19 unchanged sentences

128,024 $ 25.96 $ 3.3

Granted 119,735 $ 28.73 $ 3.5

Incremental performance shares granted — $ — $ —

Vested — $ — $ —

Forfeited — $ — $ —

Ending Balance—December 31, 2025

247,759 $ 27.30 $ 6.8

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

1 unchanged sentence

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

NOL Stockholder Rights Plan

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

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

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

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

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

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

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

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

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

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

Earnings per Share of Common Stock

6 unchanged sentences

2025 2024 2023

(dollars in millions, except share and per share data)

(dollars in thousands, except share and per share data)

Net income (loss) attributable to controlling stockholders and participating securities

1 unchanged sentence

Dividends and distributions on participating securities ( 1,918 ) ( 1,492 ) ( 996 )

( 1.5 ) ( 1.0 ) ( 0.7 )

Undistributed earnings attributable to participating securities — ( 37 ) —

Net income (loss) attributable to controlling stockholders $ 198.5 $ 147.8 $ 40.8

Net income (loss) attributable to controlling stockholders—basic

$ 182,629 $ 198,508 $ 147,840

Interest expense related to Convertible Notes under the if converted method

12,031 12,610 7,469

Undistributed earnings attributable to participating securities — 37 —

13 unchanged sentences

LTIP Units with market-based vesting conditions 119,735 407,584 493,858

LTIP Units with performance-based vesting conditions

247,761 128,024 —

Potential shares of common stock related to Convertible Notes

— 3,568,862 3,549,083

Equity Method Investments

4 unchanged sentences

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

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

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

2 unchanged sentences

As described in Note 2, any difference between the amount of our investment and the amount of our share of underlying equity is generally amortized over the life of the assets and liabilities to which the differences relate.

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

Our basis in equity method investments is (less than) or exceeds the basis reported to us by our investees by an aggregate amount of $( 251 ) million and $ 104 million, as of December 31, 2025 and 2024, respectively.

Certain of the projects in which we have equity method investments also have interest rate swaps which are

designated as cash flow hedges, and we recognize the portion of the gain or loss allocated to us related to those instruments through other comprehensive income.

As of December 31, 2025 and 2024, we have accumulated other comprehensive income net of tax effect of $ 24 million and $ 23 million respectively, related to the interest rate swaps designated as cash flow hedges by our investees.

Daggett Renewable HoldCo LLC

Other Investments (1)

Palmetto HASI Holdings LLC Other Investments (1)

Balance Sheet (in millions)

25 unchanged sentences

(1) Represents aggregated financial statement information for investments not separately presented.

Defined Contribution Plan

We administer a 401(k) savings plan, a defined contribution plan covering substantially all of our employees.

Employees in the plan may contribute up to the maximum annual IRS limit before taxes via payroll deduction.

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

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

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

9 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data