What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2025-11-07 · 317 added, 352 removed, 931 unchanged (42% of the section changed)

3 unchanged sentences

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

September 30, 2025 (unaudited) December 31, 2024

March 31, 2026 (unaudited) December 31, 2025

Cash and cash equivalents $ 124,498 $ 110,218

Equity method investments 4,253,780 4,115,909

Receivables, net of allowance of $ 58 million and $ 50 million, respectively

Receivables, net of allowance of $ 67 million and $ 62 million, respectively ($ 550 million and $ 629 million from equity method investees, respectively)

3,251,630 3,280,046

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

Receivables held-for-sale

35,806 113,938

Real estate and available-for-sale debt securities

75,852 76,291

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

9 unchanged sentences

118,254 124,561

Senior unsecured notes 3,443,024 3,139,363

Senior notes 3,379,931 3,466,048

Junior subordinated notes

1,103,383 497,560

Convertible notes 400,109 403,438

13 unchanged sentences

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

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

2025 2024 2025 2024

Interest and rental income

For the Three Months Ended March 31,

Interest and rental income ($12 million and $19 million from equity method investees, respectively)

$ 82,689 $ 66,477

1 unchanged sentence

Management fees and retained interest income

8,424 9,082 24,412 19,197

Origination fee and other income

766 1,054 6,989 3,466

Total revenue 124,226 96,941

1 unchanged sentence

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

3,026 1,233 7,876 ( 944 )

Compensation and benefits 35,505 24,980

18 unchanged sentences

(DOLLARS IN THOUSANDS)

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

2025 2024 2025 2024

Three Months Ended March 31,

Net income (loss) $ ( 73,742 ) $ 58,185

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

Unrealized gain (loss) on available-for-sale securities and retained interests in securitization trusts, net of tax benefit (provision) of $ 3.3 million for the three months ended March 31, 2026 and $( 1.9 ) million for the three months ended March 31, 2025

( 10,116 ) 5,430

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

Unrealized gain (loss) on interest rate swaps, net of tax benefit (provision) of $( 0.6 ) million for the three months ended March 31, 2026 and $ 2.7 million for the three months ended March 31, 2025

1,867 ( 7,895 )

9 unchanged sentences

Shares Amount

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

Balance at December 31, 2025

127,644 $ 1,276 $ 2,849,597 $ ( 323,071 ) $ 47,076 $ 82,991 $ 2,657,869

Net income (loss) — — — ( 71,965 ) — ( 1,777 ) ( 73,742 )

6 unchanged sentences

Dividends and distributions — — — ( 54,869 ) — ( 2,981 ) ( 57,850 )

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

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

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

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

Balance at March 31, 2026

127,801 $ 1,278 $ 2,852,786 $ ( 449,905 ) $ 38,727 $ 91,928 $ 2,534,814

Unrealized gain (loss) on interest rate swaps — — — — ( 46,872 ) ( 648 ) ( 47,520 )

Issued shares of common stock 3,041 30 97,678 — — — 97,708

Equity-based compensation — — 1,118 — — 3,001 4,119

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

Other — — 1,382 — — — 1,382

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

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

See accompanying notes.

Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Non-controlling interests Total

Shares Amount

Balance at December 31, 2024

1 unchanged sentence

Net income (loss) — — — 56,612 — 1,573 58,185

— — — 238,314 — 4,572 242,886

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

3 unchanged sentences

Equity-based compensation — — 1,297 — — 8,527 9,824

193 2 7,874 — — ( 6,052 ) 1,824

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

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

Balance at December 31, 2023

112,174 $ 1,122 $ 2,381,510 $ ( 303,536 ) $ 13,165 $ 49,364 $ 2,141,625

Net income (loss)

— — — 129,949 — 2,367 132,316

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

— — — — 3,830 67 3,897

Unrealized gain (loss) on interest rate swaps — — — — ( 9,458 ) ( 166 ) ( 9,624 )

Issued shares of common stock 5,997 60 182,119 — — — 182,179

Equity-based compensation — — 3,145 — — 15,857 19,002

Issuance (repurchase) of vested equity-based compensation shares 20 — ( 393 ) — — — ( 393 )

1 unchanged sentence

Dividends and distributions — — — ( 51,008 ) — ( 1,038 ) ( 52,046 )

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

Balance at March 31, 2025

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

See accompanying notes.

2 unchanged sentences

(DOLLARS IN THOUSANDS)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

2 unchanged sentences

Provision for loss on receivables and retained interests in securitization trusts

7,876 ( 944 )

Depreciation and amortization 179 167

1 unchanged sentence

Equity-based expenses

24,023 19,002

Equity method investments 138,472 ( 69,491 )

1 unchanged sentence

( 16,990 ) ( 5,347 )

(Gain) loss on sale of receivables and debt securities

Loss on debt extinguishment 18,818 —

Changes in receivables held-for-sale 27,350 ( 23,719 )

Changes in accounts payable and accrued expenses 77,078 69,357

Changes in accounts payable, accrued expenses, and other

( 72,895 ) 8,534

Change in accrued interest on receivables and debt securities

6 unchanged sentences

Equity method investment distributions received 6,205 7,642

Proceeds from sales of equity method investments — 2,107

Purchases of and investments in receivables ( 627,921 ) ( 501,548 )

Principal collections from receivables 460,830 508,704

Purchases of and investments in receivables ($ 19 million and $ 46 million related to equity method investees, respectively)

( 198,915 ) ( 137,596 )

Principal collections from receivables ($ 95 million and $ 10 million from equity method investees, respectively)

244,291 40,455

Proceeds from sales of receivables — 8,344

Proceeds from sale of real estate — 115,767

Purchases of debt securities and retained interests in securitization trusts

( 70,558 ) ( 10,537 )

Collateral provided to hedge counterparties

( 5,670 ) ( 26,380 )

Collateral received from hedge counterparties

4 unchanged sentences

Principal payments on credit facilities ( 105,000 ) ( 25,000 )

Proceeds from issuance of term loan — 250,000

Principal payments on term loan ( 4,629 ) ( 5,437 )

Proceeds from issuance of non-recourse debt

Principal payments on non-recourse debt

2 unchanged sentences

( 225,500 ) 331,000

Proceeds from issuance of senior unsecured notes 996,174 900,355

Principal payments on convertible notes ( 200,000 ) —

Redemption of senior unsecured notes ( 700,000 ) ( 400,000 )

Proceeds from issuance of senior notes

Redemption of senior notes

( 450,000 ) —

Proceeds from issuances of junior subordinated notes

Net proceeds of common stock issuances — 46,614

Payments of dividends and distributions ( 56,817 ) ( 50,397 )

Redemption premium paid ( 8,395 ) —

Redemption premium and fees paid

Payment of financing costs ( 12,105 ) ( 634 )

2 unchanged sentences

Collateral received from hedge counterparties

71,890 124,700

Other ( 2,208 ) ( 4,253 )

7 unchanged sentences

$ 17,288 $ 7,313

Equity method investments retained from securitization and deconsolidation transactions

Equity method investments retained from sale of assets upon establishment of co-investment structure — 54,655

Deconsolidation of non-recourse debt — 51,233

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

Removal of deferred financing obligation upon securitization

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

HA Sustainable Infrastructure Capital, Inc.

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

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

Our results of operations for the three-month periods ended March 31, 2026 and 2025, are not necessarily indicative of the results to be expected for the full year or any other future period.

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

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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 instead account for them as equity method investments described below.

Equity Method Investments

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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 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 terms of the LLC agreement, less distributions received.

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 cash to creditors and investors in accordance with their respective priorities.

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”).

4 unchanged sentences

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

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

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 statements.

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”).

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After considering the weight of available evidence, if it is determined that there is an indication of loss in investment value, we will perform a fair value analysis.

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;

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 statements as an impairment.

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 issuer;

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

specific events;

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

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

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

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

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

2 unchanged sentences

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 debt securities in the operating section of our statement of cash flows.

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 is recorded as a component of net income in our statements of operations.

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

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.

4 unchanged sentences

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.

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

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

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.

3 unchanged sentences

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

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

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.

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.

1 unchanged sentence

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

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

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

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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.

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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 Topic 326.

Such assets are impaired if their fair value is less than its carrying value.

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

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

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.

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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 such notes, we have entered into capped call transactions, the accounting for which is discussed below in Derivative Financial Instruments.

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

Derivative Financial Instruments

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Any collateral posted or received as credit support against derivative positions are netted against those derivatives in our balance sheets.

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 hedged item, which is typically operating activities for our instruments which hedge interest rate risk exposures.

The inflows and outflows related to instruments designated

as cash flow hedges are included within our statements 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 statements of stockholders’ equity.

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

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The fair value of these awards, as measured at the grant date, is recognized over the requisite service period, even if the market conditions are not met.

The grant date fair value of these awards is developed by an independent appraiser using a Monte Carlo simulation.

The grant date fair value of these awards was developed by an independent appraiser using a Monte Carlo simulation.

Forfeitures of unvested awards are recognized as they occur.

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.

1 unchanged sentence

We compute earnings per share of common stock in accordance with ASC 260, Earnings Per Share .

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

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

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

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

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

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

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

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

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

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.

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

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

Recently Issued Accounting Pronouncements

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

Accounting standards updates issued before May 8, 2026, and effective after March 31, 2026, are not expected to have a material effect on our consolidated financial statements and related disclosures.

Fair Value Measurements

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

As of March 31, 2026 and December 31, 2025, 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:

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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.

Our Senior Notes and Junior Subordinated Notes (each as defined below), and our 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 September 30, 2025

As of March 31, 2026

Fair Value Carrying

9 unchanged sentences

Liabilities (3)

Credit facilities $ 161 $ 161 Level 3

Credit facility

$ 1 $ 1 Level 3

Commercial paper notes — — Level 3

1 unchanged sentence

Non-recourse debt 119 121 Level 3

Senior unsecured notes 3,507 3,467 Level 2

3,398 3,403 Level 2

Junior subordinated notes 1,134 1,118 Level 2

Convertible Notes

1 unchanged sentence

Derivative liabilities 5 5 Level 2

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

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

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

(1) The amortized cost of our debt securities as of March 31, 2026, was $ 55 million.

(2) The amortized cost of our retained interests in securitization trusts net of allowance for credit losses as of March 31, 2026 was $ 376 million.

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

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Debt securities (1)

73 73 Level 3

Retained interests in securitization trusts (2)

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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

Junior subordinated notes

529 505 Level 2

3,539 3,489 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

527 408 Level 2

Derivative liabilities 6 6 Level 2

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

Receivables held-for-sale carried at fair value

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

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

2025 2024 2025 2024

(in millions)

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

Investments in receivables held-for-sale

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

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

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

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

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

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

Debt Securities

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

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

2025 2024 2025 2024

For the three months ended March 31,

(in millions)

Balance, beginning of period $ 73 $ 7

Purchases of debt securities

Equity method investee losses applied (1)

Unrealized gains (losses) on debt securities recorded in OCI

Balance, end of period $ 73 $ 7

(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.

In the three months ended March 31, 2026, we were allocated income from these investments from which we had previously applied losses to related debt securities, so previously applied losses were reversed.

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

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(in millions)

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

March 31, 2026 $ 66 $ 7 $ 0.2 $ 1.0 3 5

December 31, 2025 62 7 0.3 0.9 1 5

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

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

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

The weighted average discount rates used to determine the fair value of our debt securities as of March 31, 2026 and December 31, 2025 were 9.8 % and 9.7 %, respectively.

Retained interests in securitization trusts

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

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

2025 2024 2025 2024

For the three months ended March 31,

(in millions)

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Collections from retained interests in securitization trusts

( 6 ) ( 6 ) ( 14 ) ( 11 )

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

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(in millions)

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

March 31, 2026 $ 40 $ 188 $ 2 $ 53 10 85

December 31, 2025 31 188 1 51 8 87

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

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

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

The weighted average discount rates used to determine the fair value of our retained interests in securitization trusts as of March 31, 2026 and December 31, 2025 were 7.1 % and 7.0 %, respectively.

Non-recurring Fair Value Measurements

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

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

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

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in millions)

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

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

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

No OP units were redeemed by non-controlling interest holders during the three months ended March 31, 2026 or 2025.

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

LTIP Units issued to employees are held by HASI Management HoldCo LLC.

The LTIP Units issued to employees are held by HASI Management HoldCo LLC.

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.

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The following summarizes certain transactions with securitization trusts:

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

2025 2024 2025 2024

For the Three Months Ended March 31,

(in millions)

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

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

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

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

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

Depending on the nature of the transaction risks, the all-in discount rate ranged from 5.3 % to 8.6 % for the three months ended March 31, 2026.

As of March 31, 2026 and December 31, 2025, the balance of securitized assets held in unconsolidated securitization trusts was $ 7.3 billion and $ 7.2 billion, respectively.

As of March 31, 2026 and December 31, 2025, the securitization trusts held $ 6.7 billion and $ 6.6 billion, respectively, of notes due to investors.

As of March 31, 2026, there were no material payments from debtors to the securitization trusts that were greater than 90 days past due.

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.

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

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

Government Commercial Government Commercial

(in millions)

Beginning balance $ — $ 3 $ — $ 3

Provision for loss on retained interests in securitization trusts

Ending balance $ — $ 3 $ — $ 3

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

Government Commercial Government Commercial

(in millions)

Beginning balance $ — $ 3 $ — $ 3

Provision for loss on retained interests in securitization trusts

Ending balance $ — $ 3 $ — $ 3

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

Of our retained interests in securitization trusts, 60 % are related to c ontracts where the underlying cash flows are secured by an interest in real estate which are typically senior in terms of repayment to other financings.

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Our Portfolio

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

As of March 31, 2026, 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.

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

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

The following is an analysis of the Performance Ratings of our Portfolio as of March 31, 2026, which is assessed quarterly:

Portfolio Performance

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(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 the second quarter of 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.

In the first quarter of 2026, we moved into this category from Category 1 two receivables to the same borrower where the underlying assets are experiencing project-specific technical 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.

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

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

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

September 30, 2025 December 31, 2024

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 Commercial Commercial

Receivable vintage (4)

(dollars in millions)

2025 $ 518 $ — $ — $ — $ 518

2024 102 — — — 102

2023 904 — 30 — 934

2022 923 — — — 923

2021 278 — — — 278

Prior to 2021

556 31 — — 587

Total receivables held-for-investment 3,281 31 30 — 3,342

Allowance for loss on receivables

( 58 ) — ( 4 ) — ( 62 )

Net receivables held-for-investment

3,223 31 26 — 3,280

Receivables held-for-sale 58 56 — — 114

Debt securities and real estate

Equity method investments (5)

4,089 — 27 — 4,116

$ 7,444 $ 89 $ 53 $ — $ 7,586

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.

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

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

(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 March 31, 2026, our allowance for losses on receivables was $ 67 million based on our expectation of credit losses over the lives of the receivables in our portfolio.

During the three months ended March 31, 2026, we increased our reserve by approximately $ 5 million, driven primarily by an asset-specific reserve made during the period on the receivable moved into Category 2 discussed above.

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 March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025

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

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Total $ 3,319 $ 253 $ 67 $ 3,342 $ 388 $ 62

(1) As of September 30, 2025, this category of assets includes $ 1.6 billion of mezzanine loans made on a non-recourse basis to bankruptcy-remote special purpose subsidiaries of residential solar companies which hold residential solar assets where we rely on certain limited indemnities, warranties, and other obligations of the residential solar companies or their other subsidiaries.

(1) As of March 31, 2026, this category of assets includes $ 1.6 billion of mezzanine loans made on a non-recourse basis to bankruptcy-remote special purpose subsidiaries of residential solar companies which hold residential solar assets where we rely on certain limited indemnities, warranties, and other obligations of the residential solar companies or their other subsidiaries.

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

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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 to our financial statements in this Form 10-Q.

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 $ 54 million allowance on these $ 3.1 billion in assets as a result of lower probability assumptions utilized in our allowance methodology.

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

(2) As of March 31, 2026, our government receivables include $ 4 million of U.S.

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

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 parent 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.

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

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

Government Commercial Government Commercial

(in millions)

Beginning balance $ — $ 55 $ — $ 48

Provision for loss on receivables — 3 — 1

Ending balance $ — $ 58 $ — $ 49

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

Three months ended March 31, 2026 Three months ended March 31, 2025

Government Commercial Government Commercial

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We have no receivables on non-accrual status.

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

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 March 31, 2026:

Total Less than 1

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Debt Securities

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

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 March 31, 2026:

Total Less than 1

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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 September 30, 2025 or December 31, 2024, and no allowances associated with our debt securities.

We had no debt securities that were impaired or on non-accrual status as of March 31, 2026 or December 31, 2025, and no allowances associated with our debt securities.

Equity Method Investments

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

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

As of March 31, 2026, we held the following equity method investments:

Investee Carrying Value

(in millions)

Jupiter Equity Holdings LLC $ 625

CarbonCount Holdings 1 LLC $ 820

Jupiter Equity Holdings LLC 500

Daggett Renewable HoldCo LLC 387

Lighthouse Renewable HoldCo 2 LLC 339

Other equity method investments 2,547

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Jupiter Equity Holdings LLC

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

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

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

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

Through September 30, 2025, we have made capital contributions to Jupiter of approximately $ 562 million related to these projects reflecting final funding true-ups after all projects reached substantial completion.

Alongside the project sponsor and under terms outlined in the partnership agreement, we have made $ 83 million in loans to Jupiter for both payments related to winter storm Uri as well as for payments to allow for the restructuring of certain power purchase agreements and tax equity arrangements, which we expect to increase both near-term cash flows and expected lifetime return.

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

Through March 31, 2026, 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 $ 77 million in loans outstanding to Jupiter 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.

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Daggett Renewable HoldCo LLC

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

We have made investments in the preferred cash equity interests of Daggett of approximately $ 232 million through September 30, 2025, reflecting final funding true-ups after all projects reached substantial completion.

We have a structured 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 March 31, 2026, reflecting final funding true-ups after all projects reached substantial completion.

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

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We use the equity method of accounting to account for our preferred equity interest 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 preferred equity interests in Lighthouse Renewables HoldCo 2 LLC (“Lighthouse 2”) which owns three onshore wind and utility-scale solar and solar-plus-storage projects, all developed and managed by the project sponsor.

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

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

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

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

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

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

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

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

Subject to customary exceptions, no member 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

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

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

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

HASI CarbonCount and KKR Hoops have each committed $ 1.5 billion to CCH1 to be invested in eligible assets through an investment period ending the earlier of December 2027 or when all the commitments have been utilized.

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

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

Through the Broker-Dealer, HASI is obligated to present all of the investment opportunities it identifies that fit within certain predetermined criteria to the CCH1 Board until either joint venture party’s commitment has been fully invested or upon the date that the 30 -month investment period described above expires or is earlier terminated.

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

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

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To date, both we and KKR have each funded $ 792 million of our individual $ 1.5 billion commitment amount.

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

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

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

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

As of March 31, 2026, CCH1 contains $ 2.3 billion book value in Portfolio assets, of which 72 % are equity method investments and of which 28 % are receivables and debt securities.

CCH1 has a principal amount of outstanding debt of $ 684 million as of March 31, 2026.

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.

We were reimbursed this amount by KKR in January 2026, and it is as a cash inflow in Other within the Investing Activities within our statement of cash flows.

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.

The table below provides additional detail on our fees paid by CCH1 to the Broker-Dealer.

Amounts below reflect the full fee paid by CCH1 to the broker-dealer.

Since HASI owns 50 % of CCH1, we eliminate 50 % of such fee income through our equity method investment income of CCH1.

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

(in millions)

Up-front origination fees

Ongoing asset management fees

Other Related Party Transactions

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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 upon the execution of the loans.

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.

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.

Any change in PIK interest is included in Change in accrued interest on receivables and debt securities in the Operating section of our statements 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:

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

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

(in millions)

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Additional investments made in related party loans

37 79 132 172

Principal collected from related party loans 95 10

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Unsecured revolving credit facility

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

In the first quarter of 2025, we added two new lenders to the existing syndicate and increased the maximum outstanding borrowing amount of this facility to $ 1.55 billion.

We have an unsecured revolving credit facility pursuant to a revolving credit agreement with a syndicate of lenders with a maximum outstanding borrowing amount of $ 1.825 billion.

The facility matures in April 2028.

As of September 30, 2025, there are $ 161 million outstanding borrowings under the facility and approximately $ 8 million of remaining unamortized financing costs associated with the unsecured revolving credit facility have been capitalized and included in other assets on our balance sheet and are being amortized on a straight-line basis over the term of the unsecured revolving credit facility.

The current interest rate on the unsecured revolving credit facility is 5.84 %.

As of March 31, 2026, there were no borrowings outstanding.

We have accrued availability fees of $ 1 million outstanding under the facility and approximately $ 7 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 unsecured revolving credit facility has a commitment fee based on our current credit rating and bears interest at a rate of SOFR or prime rate plus applicable margins based on our current credit rating, which may also be adjusted up to 0.10 % to the extent our Portfolio achieves certain targeted levels of carbon emissions avoidance, as measured by our CarbonCount © metric.

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(“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.

The capacity of the program allows for up to $ 125 million outstanding at any time, and the program was extended in the first quarter of 2026 to mature in October 2027.

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

The letter of credit is automatically drawn upon at maturity of a Credit-Enhanced Commercial Paper

Note and the noteholders are repaid in full.

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

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

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

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

As of March 31, 2026, 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 %.

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

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

As of March 31, 2026, we have no remaining unamortized financing costs associated with the program and associated letter of credit.

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

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

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

Senior secured revolving credit agreement

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.

As of March 31, 2026, we had no Standalone Commercial Paper Notes outstanding.

Long-term Debt

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”).

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

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

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.

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

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

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

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

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 March 31, 2026 and December 31, 2025.

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.

The following are summarized terms of the Senior Notes as of March 31, 2026:

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

(in millions)

2026 Notes 600 (1)

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

2027 Notes 450 (1)(4)

June 15, 2027 8.000 % June 15 and December 15 March 15, 2027 (3)

2030 Notes 375 (5)

2026 Senior Notes

June 15, 2026 3.375 % June 15 and December 15 N/A

2027 Senior Notes

June 15, 2027 8.000 % June 15 and December 15 N/A

2030 Senior Notes

September 15, 2030 3.750 % February 15 and August 15

2031 Senior Notes

January 15, 2031 6.150 % January 15 and

December 15, 2030 (5)

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 (5)

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

(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 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 outstanding principal amount, plus accrued and unpaid interest though the redemption date.

(4) In January 2024 in a follow-on 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.

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

2036 Senior Notes

March 15, 2036 6.000 % March 15 and September 15

December 15, 2035 (5)

(1) We may redeem the 2026 Senior Notes at par, plus accrued and unpaid interest though the redemption date.

(2) In the first quarter of 2026 we used a portion proceeds from the 2036 Senior Notes and the November 2056 Junior Subordinated Notes to redeem the 2027 Senior Notes.

We paid a redemption premium of $ 18 million, and expensed capitalized debt issuance costs of $ 1 million associated with the redemption.

(3) 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.

(4) 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 %.

(5) 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 Notes, which bear interest at a rate of 6.375 %.

(6) 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 %.

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

(9) We issued the $ 400 million aggregate principal amount of the 2035 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 Unsecured Notes:

September 30, 2025 December 31, 2024

In a follow-on offering, we issued an additional $ 300 million principal amount of 2034 Senior Notes for gross proceeds of $ 300 million.

(7) 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 %.

(8) In 2026, we issued the $ 400 million aggregate principal amount of the 2036 Senior Notes for total proceeds of $ 399 million ($ 397 million net of issuance costs) at an effective rate of 6.025 %.

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

March 31, 2026 December 31, 2025

(in millions)

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Unamortized financing costs ( 23 ) ( 23 )

Carrying value of Senior Unsecured Notes $ 3,443 $ 3,139

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

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

Carrying value of Senior Notes

$ 3,380 $ 3,466

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

Three months ended March 31,

(in millions)

Interest Expense

50 40 139 108

Junior Subordinated Notes

We have issued Junior Subordinated Notes which are guaranteed by the Company and certain other subsidiaries on a subordinated basis.

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.

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 %.

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

The following are summarized terms of the Junior Subordinated Notes as of March 31, 2026:

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

(in millions)

June 2056 Junior Subordinated Notes

June 1, 2056 8.000 % (1)

June 1 and December 1

March 3, 2031 (2)

November 2056 Junior Subordinated Notes

600 November 15, 2056 7.125 % (3)

May 15 and November 15

August 18, 2031 (2)

(1) The June 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 %.

(2) On or after this date, we may redeem, at our option, the applicable notes in whole or in part at a price equal to 100 % of the principal amount being redeemed, plus accrued and unpaid interest.

(3) The November 2056 Junior Subordinated Notes bear interest at a rate of 7.125 % per year until November 15, 2031.

After that date, the interest rate resets every five years to the then-current five-year Treasury rate plus a spread of 3.478 %, provided that the interest rate will not be reset below 7.125 %

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

March 31, 2026 December 31, 2025

(in millions)

Principal $ 1,100 $ 500

Accrued interest 18 5

Unamortized financing costs ( 15 ) ( 7 )

Carrying value of Junior Subordinated Notes $ 1,103 $ 498

The following table presents interest expense related to the Junior Subordinated Notes:

Three months ended March 31,

(in millions)

Interest Expense

Convertible Notes

We have outstanding exchangeable senior notes, and have previously issued convertible senior notes, together “Convertible Notes”.

We have outstanding exchangeable senior notes, and have previously issued convertible senior notes (together, the “Convertible Notes”).

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

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

The following are summarized terms of the Convertible Notes as of March 31, 2026:

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

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

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

(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.

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in millions)

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

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

2025 2024 2025 2024

Three months ended March 31,

(in millions)

Interest Expense

$ 4 $ 6 $ 15 $ 19

In order to mitigate the potential dilution to our common stock upon exchange of the 2028 Exchangeable Senior Notes, we entered into privately-negotiated capped call transactions (“Capped Calls”) with certain counterparties.

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

As of March 31, 2026, the applicable margin is 1.875 % plus 0.10 %.

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

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

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

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

As of March 31, 2026, the outstanding principal and accrued interest balance is $ 231 million, and the current interest rate is 5.59 %.

Amounts which were due under the Unsecured Term Loan Facility as of March 31, 2026 are as follows:

Future maturities

(in millions)

October 1, 2025 to December 31, 2025 $ 3

April 1, 2026 to December 31, 2026 $ 8

Unamortized Financing Costs ( 2 )

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

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

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

As of March 31, 2026, the outstanding principal and accrued interest balance is $ 155 million, the interest rate as of the last rate reset is 6.06 %, and we have receivables, retained interests in securitization trusts, and equity method investments pledged with a carrying value of $ 425 million.

Amounts which were due under the Secured Term Loan Facility as of March 31, 2026 are as follows:

Future maturities

(in millions)

October 1, 2025 to December 31, 2025 $ 2

April 1, 2026 to December 31, 2026 $ 10

Unamortized Financing Costs ( 2 )

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Delayed-draw term loan agreement

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

We have 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 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.

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Maturity Carrying Value of Assets Pledged as of

September 30, 2025 December 31, 2024 Interest

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

March 31, 2026 December 31, 2025 Interest

Rate Maturity Date March 31, 2026 December 31, 2025 Description

of Assets Pledged

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

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

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

(2) The total collateral pledged against our non-recourse debt was $ 303 million and $ 311 million as of March 31, 2026 and December 31, 2025, respectively.

These amounts include $ 26 million and $ 35 million of restricted cash pledged for debt service payments as of March 31, 2026 and December 31, 2025, respectively.

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

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We typically act as servicer for the debt transactions.

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

We were in compliance with all covenants as of March 31, 2026 and December 31, 2025.

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 September 30, 2025, were as follows:

The stated minimum maturities of non-recourse debt as of March 31, 2026, were as follows:

Future minimum maturities

(in millions)

October 1, 2025 to December 31, 2025 $ 2

April 1, 2026 to December 31, 2026 $ 6

Thereafter 83

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Interest Rate Swaps

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

We have entered into certain derivatives designed to hedge interest rate risk 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 September 30, 2025:

We have entered into the following derivative transactions that are designated as cash flow hedges as of March 31, 2026:

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

Index September 30, 2025 December 31, 2024

Index March 31, 2026 December 31, 2025

$ in millions

Interest rate swap 1 month SOFR 3.79 % $ 200 $ ( 2 ) $ ( 3 ) March 2023 to March 2033

Interest rate swap Overnight SOFR 2.98 % 150 (1)

5 24 June 2026 to June 2033

Interest rate swap Overnight SOFR 3.09 % 600 24 20 June 2026 to June 2033

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156 ( 5 ) ( 6 ) September 2023 to June 2033

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

Interest rate swap Overnight SOFR 3.72 % (3)

375 — 8 June 2027 to June 2037

Interest rate swap

Overnight SOFR 3.18 % to 3.21 %

250 1 — March 2026 to March 2031

Overnight SOFR 3.48 % (2)

75 1 — December 2026 to December 2033

Interest rate swap Overnight SOFR 3.51 % 30 1 — March 2027 to March 2034

$ 1,686 $ 19 19

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

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

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

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

(3) In the first quarter of 2026, we settled this swap for cash proceeds of approximately $ 2 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.

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

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

As of March 31, 2026, all of our derivatives were designated as hedging instruments which were deemed to be effective.

As of March 31, 2026, we have posted $ 10 million of collateral, $ 5 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 $ 4 million of collateral posted by our counterparties which we have netted against the derivative asset which is included in other assets on our balance sheet.

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Amounts released into interest expense ( 1 )

Ending Balance - September 30, 2025 $ 47

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

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

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

2025 2024 2025 2024

Ending Balance - March 31, 2026

We expect a net benefit of approximately $ 6 million to be released out of AOCI into interest expense over the 12 months following March 31, 2026.

The below table shows the benefit (expense) included in interest expense as a result of our hedging activities for the three months ended March 31, 2026 and 2025, respectively.

Three months ended March 31,

(in thousands)

Interest expense

$ 71,481 $ 59,401 $ 215,904 $ 180,804

Benefit (expense) included in interest expense due to hedging activities 647 951

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 April 2025, we entered into forward-starting interest rate swaps with a notional value of $ 300 million to manage interest rate risk associated with future expected debt issuances.

These swaps had a term of December 2025 to December 2035, were indexed to Overnight SOFR, and had a range of fixed rates between 3.46 % and 3.59 %.

We financially settled these instruments for cash proceeds of $ 7 million in June of 2025 in connection with the issuance of the 2031 Notes and the 2035 Notes 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 transaction.

Commitments and Contingencies

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

As of March 31, 2026, there have been no such actions resulting in claims against the Company.

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

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

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

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

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

As of March 31, 2026, 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 March 31, 2026, we have not been asked to perform under them.

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

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

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

As of March 31, 2026, our maximum obligation under this guarantee is approximately $ 104 million.

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

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

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

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

We recorded an income tax benefit (expense) of approximately $ 31 million and $( 24 ) million for the three months ended March 31, 2026 and 2025, respectively.

For the three months ended March 31, 2026 and 2025, our income tax benefit (expense) was determined using the statutory federal tax rate of 21%, and combined state tax rates, net of federal benefit, of approximately 4 % for 2026 and 5 % for 2025.

Dividends and Distributions

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5/7/2026 7/2/2026 7/10/2026 $ 0.425

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

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

1/9/2026 $ 0.420

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

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Q1 2026 ATM — — —

Q2 2025 ATM 2.755 26.91 (2)

Q3 2025 ATM 2.435 27.94 (2)

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

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We have issued equity awards that vest from 2026 to 2029 subject to service, performance and market conditions.

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

During the three months ended March 31, 2026, our board of directors awarded employees and directors 676,538 shares of restricted stock, restricted stock units and LTIP Units that vest from 2027 to 2029.

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

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

For the three months ended March 31, 2026 we recorded $ 15 million of stock based compensation compared to $ 10 million during the three months ended March 31, 2025.

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

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

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

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

The total unrecognized compensation expense related to awards of shares of restricted stock and restricted stock units was approximately $ 31 million as of March 31, 2026.

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

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

9 unchanged sentences

Forfeited ( 3,446 ) 27.89 ( 0.1 )

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

Ending Balance — March 31, 2026 619,297 $ 31.69 $ 19.6

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

5 unchanged sentences

Incremental performance shares granted — — —

Vested ( 4,376 ) 41.64 ( 0.2 )

Forfeited ( 26,810 ) 54.04 ( 1.4 )

4 unchanged sentences

Forfeited — — —

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

Ending Balance — March 31, 2026 — $ — $ —

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

12 unchanged sentences

Forfeited — — —

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

Ending Balance — March 31, 2026 710,778 $ 30.81 $ 22.0

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

10 unchanged sentences

Incremental performance shares granted 67,690 39.29 2.6

Vested ( 349,724 ) 39.29 ( 13.7 )

Forfeited — — —

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

Ending Balance — March 31, 2026 350,900 $ 46.93 $ 16.5

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

13 unchanged sentences

Forfeited — — —

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

Ending Balance — March 31, 2026 350,899 $ 30.04 $ 10.5

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

7 unchanged sentences

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

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

2025 2024 2025 2024

Three Months Ended March 31,

(in millions, except share and per share data)

14 unchanged sentences

Weighted-average number of OP units 1,882,735 1,447,380

As of September 30,

As of March 31,

Participating securities:

Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions outstanding at period end 1,330,076 1,254,135

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

2025 2024 2025 2024

Three Months Ended March 31,

Potentially dilutive securities as of period end that were not dilutive for the presented periods:

7 unchanged sentences

Equity Method Investments

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

As of March 31, 2026 and December 31, 2025, we had 49 and 47 equity method investments, respectively.

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

9 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, we have accumulated other comprehensive income net of tax effect of $ 25 million and $ 24 million respectively, related to the interest rate swaps designated as cash flow hedges by our investees.

Palmetto HASI Holdings LLC

2 unchanged sentences

Balance Sheet

As of June 30, 2025

As of December 31, 2025

Current assets $ 262 $ 918 $ 1,180

12 unchanged sentences

Income Statement

For the six months ended June 30, 2025

For the year ended December 31, 2025

Revenue 89 1,380 1,469

1 unchanged sentence

Net income (loss) ( 59 ) ( 393 ) ( 452 )

For the the six months ended June 30, 2024

For the year ended December 31, 2024

Revenue 15 1,186 1,201

3 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements