What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-08 compared with 2025-11-07 · 177 added, 192 removed, 345 unchanged (52% of the section changed)

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We are an investor in sustainable infrastructure assets advancing the energy transition.

With more than $15 billion in Managed Assets, our investment strategy is focused primarily on long-lived real assets that are supported by long-term recurring cash flows.

With more than $16 billion in Managed Assets, our investment strategy is focused primarily on long-lived real assets that generate long-term recurring cash flows.

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

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

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

We are internally managed by an executive team that has extensive relevant industry knowledge and experience, and have a team of over 170 clean energy investment, operating, and technical professionals.

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

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

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

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

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

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

We have also identified additional markets beyond our three traditional markets in which we believe we can identify potential investments which align with our investment strategy.

Our primary objective is to earn attractive risk-adjusted returns that sufficiently exceed our cost of capital.

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• originated by programmatic clients.

We completed approximately $649 million and $1.5 billion of transactions during the three and nine months ended September 30, 2025, respectively, compared to approximately $396 million and $1.2 billion during the same period in 2024, respectively.

As of September 30, 2025 we held approximately $7.5 billion of transactions on our balance sheet, which we refer to as our “Portfolio.” As of September 30, 2025, our Portfolio consisted of over 600 assets and we seek to manage the diversity of our Portfolio by, among other factors, project type, project operator, type of investment, type of technology, transaction size, geography, obligor and maturity.

For those transactions that we choose not to hold on our balance sheet, we transfer all or a portion of the economics of the transaction, typically using securitization trusts, to institutional investors in exchange for cash and/or residual interests in the assets and in some cases, ongoing fees.

As of September 30, 2025, we managed approximately $7.5 billion in assets in these securitization trusts or vehicles that are not consolidated on our balance sheet.

When combined with our Portfolio, as of September 30, 2025, we manage approximately $15 billion of assets which we refer to as our “Managed Assets.”

We completed approximately $637 million of transactions during the three months ended March 31, 2026, compared to approximately $706 million during the same period in 2025.

As of March 31, 2026, our total Managed Assets are $16.4 billion, and include our Portfolio, the portion of assets owned by others in our co-investment vehicle, and other assets in securitization trusts.

We held approximately $7.6 billion of transactions on our balance sheet, which we refer to as our “Portfolio.” As of March 31, 2026, our Portfolio consisted of over 600 assets and we seek to manage the diversity of our Portfolio by, among other factors, project type, project operator, type of investment, type of technology, transaction size, geography, obligor and maturity.

The fee-generating assets attributable to other investors in our co-investment structures that were not consolidated as part of our Portfolio totaled approximately $1.1 billion.

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

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

As of March 31, 2026, we manage approximately $7.3 billion in assets in such securitization trusts.

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

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Our energy efficiency debt investments are usually assigned the payment stream from the project savings and other contractual rights, often using our pre-existing master purchase agreements with the ESCOs.

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

Investing greater than 30% of our equity capital in any single investment requires the approval of a majority of our independent directors.

A single investment of greater than 15% of of our equity capital may require the approval of a majority of our independent directors, if the investment does not meet certain board-approved investment criteria.

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

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

We finance our business through cash on hand, debt which may be either unsecured or secured, with or without recourse, and either fixed-rate or floating-rate, or equity.

We may also decide to finance such transactions through the use of off-balance sheet securitization, syndication, or co-investment structures.

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

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

We have an active co-investment vehicle with KKR where we jointly invest in eligible projects, and we may consider further use of similar structures to allow us to expand the investments that we make or to manage our Portfolio diversification.

Our revolving line of credit and our commercial paper programs allow us flexibility with regards to the timing of long-term capital markets transactions.

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

We have an active strategic partnership with KKR where we jointly invest in eligible projects, and we may consider further use of similar structures to allow us to expand the investments that we make or to manage our Portfolio diversification.

We have a large and active pipeline of potential new opportunities that are in various stages of our underwriting process.

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

As of September 30, 2025, our pipeline consisted of more than $6.0 billion in new equity, debt and real estate opportunities.

Of our pipeline, approximately 39% is related to BTM assets, 38% is related to GC assets, and 18% are related to FTN assets, with the remainder related to “Next Frontier” assets, which represent opportunities in burgeoning markets where potential investments align with our investment strategy.

As of March 31, 2026, our pipeline consisted of more than $6.5 billion in new equity, debt and real estate opportunities.

Of our pipeline, approximately 34% is related to BTM assets, 47% is related to GC assets, and 14% are related to FTN assets, with the remainder related to other sustainable infrastructure.

As part of our investment process, we calculate the ratio of the estimated first year of metric tons of carbon emissions avoided by our investments divided by the capital invested to quantify the carbon impact of our investments.

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We expect that our results of operations will be affected by a number of factors and will primarily depend on the size and transaction mix of our Portfolio, the income we receive from securitizations, syndications and other services, our Portfolio’s credit risk profile, changes in market interest rates, commodity prices, federal, state and/or municipal governmental policies, general market conditions in local, regional and national economies, and our ability to maintain our exemption from registration as an investment company under the 1940 Act.

We provide a summary of the factors impacting our operating results in our 2024 Form 10-K under MD&A – Factors Impacting our Operating Results.

We provide a summary of the factors impacting our operating results in our 2025 Form 10-K under “Item 7.

Management Discussion and Analysis of Financial Condition and Results of Operations – Factors Impacting our Operating Results.”

Critical Accounting Policies and Use of Estimates

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Understanding our accounting policies and the extent to which we make judgments and estimates in applying these policies is integral to understanding our financial statements.

We believe the estimates and assumptions used in preparing our financial statements and related footnotes are reasonable and supportable based on the best information available to us as of September 30, 2025.

Various uncertainties may materially impact the accuracy of the estimates and assumptions used in the financial statements and related footnotes and, as a result, actual results may vary significantly from estimates.

We have identified the following accounting policies as critical because they require significant judgments and assumptions about highly complex and inherently uncertain matters and the use of reasonably different estimates and assumptions could have a material impact on our reported results of operations or financial condition.

These critical accounting policies govern Consolidation, Equity Method Investments, Impairment or the establishment of an allowance under Topic 326 for our Portfolio and Securitization of Financial Assets.

These critical accounting policies govern Consolidation, Equity Method Investments, Impairment or the establishment of an allowance under ASC 326 for our Portfolio and Securitization of Financial Assets.

We evaluate our critical accounting estimates and judgments on an ongoing basis and update them, as necessary, based on changing conditions.

We provide additional information on our critical accounting policies and use of estimates under “Item 7.

MD&A—Critical Accounting Policies and Use of Estimates in our 2024 Form 10-K and under Note 2 to our financial statements in this Form 10-Q.

Management’s Discussion and Analysis of Financial Condition and Results of Operation — Critical Accounting Policies and Use of Estimates” in our 2025 Form 10-K and under Note 2 to our financial statements in this Form 10-Q.

Financial Condition and Results of Operations

Our Portfolio

Our Portfolio totaled approximately $7.5 billion as of September 30, 2025 and included approximately $3.7 billion of BTM assets, approximately $2.8 billion of GC assets, and approximately $1.0 billion of FTN assets.

Our Portfolio totaled approximately $7.6 billion as of March 31, 2026 and included approximately $3.8 billion of BTM assets, approximately $2.6 billion of GC assets, and approximately $1.2 billion of FTN assets.

Approximately 54% of our Portfolio consisted of equity method investments in renewable energy related projects.

Approximately 38% consisted of fixed-rate receivables and debt securities, approximately 6% consisted of floating-rate receivables, and 2% of our Portfolio was real estate leased to renewable energy projects under lease agreements.

Our Portfolio consisted of over 600 transactions with an average size of $11 million and the weighted average remaining life of our Portfolio (excluding match-funded transactions) of approximately 16 years as of September 30, 2025.

Our Portfolio consisted of the following asset classes as of September 30, 2025:

The table below provides details on the interest rate and maturity of our receivables and debt securities as of September 30, 2025:

Our Portfolio consisted of over 600 transactions with an average size of $12 million and the weighted average remaining life of our Portfolio (excluding match-funded transactions) of approximately 16 years as of March 31, 2026.

Our Portfolio consisted of the following asset classes as of March 31, 2026:

The table below provides details on the interest rate and maturity of our receivables and debt securities as of March 31, 2026:

Balance Maturity

(in millions)

Floating rate receivable, interest rate of 12.03% per annum

Floating rate receivables, interest rates 9.50% or greater per annum

$ 471 2027 to 2030

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6 2033 to 2047

Fixed-rate debt securities, interest rates from 8.01% to 9.49% per annum

Fixed-rate debt securities, interest rates 9.50% or greater per annum

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Our earnings from our equity method investments are not included in this table.

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

2025 2024 2025 2024

Three Months Ended March 31,

(dollars in millions)

Portfolio, excluding equity method investments

Interest income, receivables $ 68 $ 63 $ 200 $ 193

Average balance of receivables $ 3,203 $ 2,948 $ 3,156 $ 3,067

Average interest rate of receivables 8.5 % 8.6 % 8.5 % 8.4 %

Interest income, debt securities

$ — $ — $ — $ 1

Average balance of debt securities

$ 14 $ 16 $ 11 $ 11

Average interest rate of debt securities

6.0 % 6.7 % 5.3 % 7.0 %

Rental income $ — $ — $ — $ 2

Average balance of real estate $ 3 $ 3 $ 3 $ 32

Average yield on real estate 11.2 % 11.1 % 11.1 % 8.4 %

Interest and rental income from receivables, debt securities, and real estate

Average balance of receivables, debt securities, and real estate

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Average yield from receivables, debt securities, and real estate

8.5 % 8.6 % 8.4 % 8.4 %

Interest expense (1)

$ 71 $ 58 $ 205 $ 180

Average balance of debt $ 5,267 $ 4,555

Average cost of debt 6.1 % 5.7 %

(1) Excludes any loss on debt modification or extinguishment included in interest expense in our income statement.

The following table provides a summary of our anticipated principal repayments for our receivables and debt securities as of September 30, 2025:

(1) Excludes any loss on debt modification or extinguishment included in interest expense in our income statements.

The following table provides a summary of our anticipated principal repayments for our receivables and debt securities as of March 31, 2026:

Principal payment due by Period

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See Note 6 to our financial statements in this Form 10-Q for information on:

• the anticipated maturity dates of our receivables and debt securities and the weighted average yield for each range of maturities as of September 30, 2025;

• the term of our leases and a schedule of our future minimum rental income under our land lease agreements as of September 30, 2025;

• the anticipated maturity dates of our receivables and debt securities and the weighted average yield for each range of maturities as of March 31, 2026;

• the term of our leases and a schedule of our future minimum rental income under our land lease agreements as of March 31, 2026;

• the Performance Ratings of our Portfolio;

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Results of Operations

Comparison of the Three Months Ended September 30, 2025 vs.

Three Months Ended September 30, 2024

Three months ended September 30,

2025 2024 $ Change % Change

(dollars in thousands)

Interest and rental income

$ 68,976 $ 64,151 $ 4,825 8 %

Gain on sale of assets 24,898 7,678 17,220 224 %

Management fees and retained interest income

8,424 9,082 (658) (7) %

Origination fee and other income

766 1,054 (288) (27) %

Total Revenue 103,064 81,965 21,099 26 %

Interest expense 71,481 59,401 12,080 20 %

Provision for loss on receivables and retained interests in securitization trusts

3,026 1,233 1,793 145 %

Compensation and benefits 27,388 17,221 10,167 59 %

General and administrative 6,326 6,993 (667) (10) %

Total expenses 108,221 84,848 23,373 28 %

Income (loss) before equity method investments (5,157) (2,883) (2,274) 79 %

Income (loss) from equity method investments 124,560 (23,405) 147,965 (632) %

Income (loss) before income taxes 119,403 (26,288) 145,691 (554) %

Income tax (expense) benefit (34,497) 7,112 (41,609) (585) %

Net income (loss) $ 84,906 $ (19,176) $ 104,082 (543) %

• Net income increased by $104 million due primarily to an increase in income from equity method investments of $148 million and an increase in revenue of $21 million, offset by an increase in total expenses of $23 million, and a $42 million increase in income tax expense.

• Total revenue increased by $21 million due to a $17 million increase in gain on sale income, the result of an origination of a held-for-sale receivable for which we elected the fair value option in the current period.

Interest and rental income increased by $5 million due to a higher average asset balance.

• Interest expense increased by $12 million due to a larger average outstanding debt balance and a higher average interest rate.

We recorded a $3 million provision for loss on receivables and retained interests in securitization trusts, driven primarily by loan and loan commitments made during the period.

• Compensation and benefits expenses increased by $10 million primarily due to timing of incentive-based compensation accrued in the current quarter.

• Income (loss) from equity method investments increased by $148 million primarily due to higher HLBV allocations in the current period of income related to tax credits allocated to other investors in solar projects, as those tax credits reduced the tax equity investors’ ongoing claim on the net assets of the project.

• Income tax expense increased by $42 million primarily due to higher pre-tax book income.

Comparison of the Nine Months Ended September 30, 2025 vs.

Nine Months Ended September 30, 2024

Nine Months Ended September 30,

Comparison of the Three Months Ended March 31, 2026 vs.

Three Months Ended March 31, 2025

Three months ended March 31,

2026 2025 $ Change % Change

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Net income (loss) $ (73,742) $ 58,185 $ (131,927) (227) %

• Net income increased by $111 million due to an increase in income from equity method investments of $208 million and an increase in total revenue of $3 million, offset by an increase in total expenses of $54 million and an increase in income tax expense of $47 million.

• Total revenue increased by $3 million due to increases in interest and rental income, management fees and retained interest income and origination fee and other income.

Interest and rental income increased due to a higher average Portfolio balance.

Management fees and retained interest income and origination fee and other income increases were driven by increased investment in a co-investment structure.

These were partially offset by an $11 million decrease in gain on sale of assets, driven by a change in the mix and timing of assets being securitized, including the balance sheet rotation of certain land and government receivable assets in the prior period which did not recur.

• Interest expense increased by $35 million primarily due to the write-off of debt issuance costs and fees incurred associated with the repurchase of the 2026 and 2027 notes in the amount of $11 million, as well as a larger average outstanding debt balance and a higher average interest rate.

We recorded a provision for loss on receivables of $8 million driven primarily by changes in macroeconomic assumptions used to predict future credit losses as well as loan and loan commitments.

• Compensation and benefits increased by $12 million due to an increase in employee headcount.

General and administrative expenses decreased $2 million as legal fees related to our conversion to a Delaware corporation in the prior year did not recur.

• Income from equity method investments increased by $208 million primarily due to allocations of income related to tax credits allocated to other investors in solar projects, as those tax credits reduced the tax equity investors’ ongoing claim on the net assets of the project.

• Income tax expense increased by $47 million primarily due to larger income before income taxes driven primarily by income from equity method investments discussed above.

• Net income decreased by $132 million due primarily to a decrease in income (loss) from equity method investments of $167 million and an increase in total expenses of $47 million, offset by an increase in revenue of $27 million and a $55 million decrease in income tax expense.

• Total revenue increased by $27 million due to an increase in interest and rental income of $16 million caused by a higher average asset balance and asset yield, a $4 million increase in gain on sale of assets driven by a change in the mix of assets being securitized, a $4 million increase in origination fee and other income due to a structuring advisory fee recognized, and a $3 million increase in management fees and retained interest income due to a larger fee-earning Managed Assets balance.

• Interest expense increased by $35 million due to $19 million in redemption fees and the expensing of capitalized debt issuance costs associated with our redemption of the 2027 Senior Notes, as well due to a larger average outstanding debt balance and a higher average interest rate driven by the issuance of Junior Subordinated Notes that bear a higher interest rate but which reduce our need to issue equity to maintain our desired financial leverage ratio as a result of the partial equity treatment of these instruments by rating agencies.

We recorded a $5 million provision for loss on receivables and retained interests in securitization trusts, driven primarily by a loan-specific reserve where the underlying assets are experiencing project-specific technical challenges which are currently in the process of being remediated.

• Compensation and benefits expenses increased by $11 million primarily due to the acceleration of share-based compensation due to employees meeting the criteria of the Company’s retirement policy.

• Income (loss) from equity method investments decreased by $167 million primarily due to a $97 million loss caused by a timing difference between an investee’s execution of an investment tax credit sale agreement and their distribution of cash for the credit sale to the tax equity investors.

The execution of the sale agreement increased the tax equity investors’ capital accounts, which increased their allocation of GAAP equity relative to ours under the HLBV method.

The tax equity investors’ capital accounts are expected to normalize in a subsequent period when the cash is distributed to the tax equity investors, which will increase our allocation of GAAP equity.

The timing of the tax capital account impacts does not affect our economics from the investment.

• Income tax expense decreased by $55 million primarily due to lower pre-tax book income.

Non-GAAP Financial Measures

We consider the following non-GAAP financial measures useful to investors as key supplemental measures of our performance:

(1) Adjusted Earnings, (2) Adjusted Recurring Net Investment Income, (3) Managed Assets, and (4) Adjusted

Cash from Operations plus Other Portfolio Collections.

(1) Adjusted Earnings, (2) Adjusted Recurring Net Investment Income, (3) Managed Assets, and (4) Adjusted Cash from Operations plus Other Portfolio Collections.

These non-GAAP financial measures should be considered along with, but not as alternatives to, net income or loss as measures of our operating performance.

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Adjusted Earnings

We calculate Adjusted Earnings as GAAP net income (loss) excluding non-cash equity expense, provisions for loss on receivables, amortization of intangibles, non-cash provision (benefit) for taxes, losses (gains) from modification or extinguishment of debt facilities, non-cash tax charges and the earnings attributable to our non-controlling interest of our Operating Partnership.

We calculate Adjusted Earnings as GAAP net income (loss) excluding equity-based expenses, provisions for loss on receivables, amortization of intangibles, losses (gains) from modification or extinguishment of debt facilities, non-cash tax charges and the earnings attributable to our non-controlling interest of our Operating Partnership.

We also make an adjustment to eliminate our portion of fees we earn from related-party co-investment structures, and for our equity method investments in the renewable energy projects as described below.

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In calculating the underwritten investment rate, we make certain assumptions, including the timing and amounts of cash flows generated by our investments, which may differ from actual results, and may update this yield to reflect our most current estimates of project performance.

We believe this equity method investment adjustment to our GAAP net income (loss) in calculating our Adjusted Earnings measure is an important supplement to the income (loss) from equity method investments as determined under GAAP that helps investors understand the economic performance of these investments where HLBV income can differ substantially from the economic returns in any one period.

We believe this equity method investment adjustment to our GAAP net income (loss) in calculating our Adjusted Earnings measure is an important

supplement to the income (loss) from equity method investments as determined under GAAP that helps investors understand the economic performance of these investments where HLBV income can differ substantially from the economic returns in any one period.

We have acquired equity investments in portfolios of projects which have the majority of the distributions payable to more senior investors in the first few years of the project.

The following table provides results related to our equity method investments for the three and nine months ended September 30, 2025 and 2024.

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

2025 2024 2025 2024

The following table provides results related to our equity method investments for the three months ended March 31, 2026 and 2025.

Three months ended March 31,

(in millions)

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Collections of Adjusted Earnings

$ 68 $ 26 $ 141 $ 57

Return of Capital 30 6

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In addition, our methodology for calculating Adjusted Earnings may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures, and accordingly, our reported Adjusted Earnings may not be comparable to similar metrics reported by other companies.

The table below provides a reconciliation of our GAAP net income (loss) to Adjusted Earnings for the three and nine months ended September 30, 2025 and 2024.

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

2025 2024 2025 2024

The table below provides a reconciliation of our GAAP net income (loss) to Adjusted Earnings for the three months ended March 31, 2026 and 2025.

Three Months Ended March 31,

(dollars in thousands, except per share amounts)

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91,103 69,863

Elimination of proportionate share of fees earned from co-investment structures (3)

Elimination of proportionate share of up-front origination fees earned from co-investment structures (3)

(1,956) (1,953)

Elimination of proportionate share of ongoing asset management fees earned from co-investment structures (4)

(1,887) (750)

Equity-based expenses 17,814 12,678

Provision for loss on receivables

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

Loss (gain) on debt modification or extinguishment (5)

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131,510,437 122,613,563

(1) The per share data reflects the GAAP diluted earnings per share and is the most comparable GAAP measure to our Adjusted Earnings per share.

(1) The per share data reflects the GAAP diluted earnings per share which is the most comparable GAAP measure to our Adjusted Earnings per share.

(2) This is a non-GAAP adjustment to reflect the return on capital of our equity method investments as described above.

(3) This adjustment is to eliminate the intercompany portion of both up-front origination fees and ongoing asset management received from co-investment structures that for GAAP net income is included in the Equity method income line item.

Since we remove GAAP Equity method income for purposes of our Adjusted Earnings metric, we add back the eliminations through this adjustment.

(4) In addition to these provisions, in the nine months ended September 30, 2024, we concluded that an equity method investment, along with certain loans we had made to this investee, were not recoverable.

The equity method investment and loans had a carrying value of $0 due to the losses already recognized through GAAP income from equity method investments as a result of operating losses sustained by the investee.

We have excluded this write-off from Adjusted Earnings, as this investment was an investment in a corporate entity which is not a part of our current investment strategy and is immaterial to our Portfolio.

The loss associated with this investment is included in our Average Annual Realized Loss on Managed Assets metric disclosed below.

(5) Shares used to calculate Adjusted Earnings per share represent the weighted average number of shares outstanding including our issued unrestricted common shares, restricted stock awards, restricted stock units, long-term incentive plan units, and the non-controlling interest in our Operating Partnership.

(3) This adjustment is to eliminate the intercompany portion of up-front origination fees received from co-investment structures that for GAAP net income is included in the Equity method income line item.

Since we remove GAAP Equity method income for purposes of our Adjusted Earnings metric, we add back the elimination through this adjustment.

(4) This adjustment is to eliminate the intercompany portion of ongoing asset management received from co-investment structures that for GAAP net income is included in the Equity method income line item.

Since we remove GAAP Equity method income for purposes of our Adjusted Earnings metric, we add back the elimination through this adjustment.

(5) Included in Interest expense within our statements of operations.

(6) Includes impact of cash paid for state income taxes during the three months ended March 31, 2026.

(7) Shares used to calculate Adjusted Earnings per share represents the weighted average number of shares outstanding including our issued unrestricted common shares, restricted stock awards, restricted stock units, long-term incentive plan units, and the non-controlling interest in our Operating Partnership.

We include any potential common stock issuances related to share based compensation units in the amount we believe is reasonably certain to vest.

As it relates to Convertible Notes, we will assess the market characteristics around the instrument to determine if it is more akin to debt or equity based on the value of the underlying shares compared to the conversion price.

If the instrument is more debt-like then we will include any related interest expense and exclude the underlying shares issuable upon conversion of the instrument.

If the instrument is more equity-like and is more dilutive when treated as equity then we will exclude any related interest expense and include the weighted average shares underlying the instrument.

We will consider the impact of any capped calls in assessing whether an instrument is equity-like or debt-like.

As it relates to Convertible Notes, we assess whether the instrument is more akin to debt or equity based on the value of the underlying shares compared to the conversion price during each period.

If the instrument is determined to be more debt-like then we will include any related interest expense and exclude the underlying shares issuable upon conversion of the instrument.

If the instrument is determined to be more equity-like and is more dilutive when treated as equity then we will exclude any related interest expense and include the weighted average shares underlying the instrument.

We will consider the impact of any capped calls we hold in assessing whether an instrument is equity-like or debt-like.

Adjusted Recurring Net Investment Income

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For further information on the adjustments between GAAP-based net investment income and Adjusted Recurring Net Investment Income, including information about our equity method investments, see the discussion above related to Adjusted Earnings.

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

2025 2024 2025 2024

The following is a reconciliation of our GAAP-based net investment income to our Adjusted Recurring Net Investment Income for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(in thousands)

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Management fees and retained interest income

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

Interest expense (99,275) (64,677)

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Amortization of real estate intangibles 3 2

Elimination of proportionate share of management fees earned from co-investment structures (3)

Elimination of proportionate share of ongoing asset management fees earned from co-investment structures (4)

(1,887) (750)

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(2) This is a non-GAAP adjustment to reflect the return on capital of our equity method investments as described above.

(3) GAAP net income includes an elimination of the intercompany portion of management fees received from co-investment structures in the Equity method income line item.

(3) Included in Interest expense within our statements of operations.

(4) GAAP net income includes an elimination of the intercompany portion of ongoing asset management fees received from co-investment structures in the Equity method income line item.

Since GAAP Equity method income is not a component of this metric, we include the elimination of the management fee through this adjustment.

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Our non-GAAP Managed Assets measure may not be comparable to similarly titled measures used by other companies.

The following is a reconciliation of our GAAP-based Portfolio to our Managed Assets:

September 30, 2025 December 31, 2024

The following is a reconciliation of our GAAP-based Portfolio to our Managed Assets as of March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025

(in millions)

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Assets held in securitization trusts 7,326 7,220

Assets held in co-investment structures (1)

Fee generating assets held in co-investment structures (1)

Non-fee generating assets held in co-investment structures (2)

Managed Assets $ 16,396 $ 16,071

(1) Total assets in co-investment structures are $1.2 billion as of September 30, 2025 .

Not included in this amount is an additional $254 million related to closed transactions not yet funded as of September 30, 2025.

The following shows our Managed Assets by asset class as of September 30, 2025:

(1) Represents assets in our co-investment structures which are attributable to our co-investors and on which we earn an asset management fee.

Total assets in co-investment structures are $2.3 billion and $1.9 billion as of March 31, 2026 and December 31, 2025, respectively .

There are $1.5 billion of closed transactions which have not yet funded as of March 31, 2026.

(2) Represents assets in our co-investment structures which are not attributable to our co-investors, and therefore are not fee-generating.

Such assets are attributable to us but were financed with debt issued by the co-investment structure and therefore are not reflected in the carrying value of the equity method investment we hold in the structure.

The following shows our Managed Assets by asset class as of March 31, 2026:

Adjusted Cash from Operations plus Other Portfolio Collections

We operate our business in a manner that considers total cash collected from our Portfolio, reduced by necessary operating and debt service payments to assess the amount of cash we have available to fund dividends and investments.

We believe that the aggregate of these items, which combine as a non-GAAP financial measure titled Adjusted Cash from Operations plus Other Portfolio Collections, is a useful measure of the liquidity we have available from our assets to fund both new investments and our regular quarterly dividends.

We operate our business in a manner that considers total cash collected from our Portfolio, after making necessary operating and debt service payments to assess the amount of cash we have available to fund dividends and investments.

We believe that the aggregate of these items, which together we present as a non-GAAP financial measure titled Adjusted Cash from Operations plus Other Portfolio Collections, is a useful measure of the liquidity generated from our assets to fund both new investments and our regular quarterly dividends.

This non-GAAP financial measure may not be comparable to similarly titled or other similar measures used by other companies.

Although there is also not a directly comparable GAAP measure that demonstrates how we consider cash available for dividend payment, below is a reconciliation of this measure to Net cash provided by operating activities.

Although there is also not a directly comparable GAAP measure that demonstrates how we consider cash available for dividend payment and reinvestment, below is a reconciliation of this measure to Net cash provided by operating activities.

Adjusted Cash from Operations plus Other Portfolio Collections also differs from Net cash provided by (used in) investing activities in that it excludes many of the uses of cash used in our investing activities such as Equity method investments, Purchases of and investments in receivables, Purchases of debt securities, and Collateral provided to and received from hedge counterparties.

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Cash Available for Reinvestment is a non-GAAP measure which is calculated as Adjusted Cash from Operations Plus Other Portfolio Collections less dividend and distribution payments made during the period.

We believe Cash Available for Reinvestment is useful as a measure of our ability to make incremental investments from reinvested capital after factoring in all necessary cash outflows to operate the business.

We believe Cash Available for Reinvestment is useful as a measure of our ability to make incremental investments from internally generated capital after factoring in all necessary cash outflows to operate the business.

Management uses Cash Available for Reinvestment in this way, and we believe that our investors use it in a similar fashion.

For the year ended, For the year ended, For the nine months ended, For the nine months ended, For the TTM ended,

December 31, 2023 December 31, 2024 September 30, 2025 September 30, 2024 September 30, 2025

For the year ended, For the year ended, For the three months ended, For the three months ended, For the TTM ended,

December 31, 2024 December 31, 2025 March 31, 2026 March 31, 2025 March 31, 2026

(in thousands)

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Adjusted Cash from Operations plus Other Portfolio Collections 910,075 959,224 234,584 38,695 1,155,113

Dividends (159,786) (192,269) (155,627) (142,178) (205,718)

Dividends and distributions

(192,269) (209,776) (56,817) (50,397) (216,196)

Cash Available for Reinvestment $ 717,806 $ 749,448 $ 177,767 $ (11,702) $ 938,917

(1) Represents return of capital distributions from our equity method investments included in cash provided by (used in) investing activities section of our statement of cash flows which is incremental to any equity method investment distributions found in net cash provided by operating activities.

(1) Represents return of capital distributions from our equity method investments included in cash provided by (used in) investing activities section of our statements of cash flows which is incremental to any equity method investment distributions found in net cash provided by operating activities.

(2) Included in Other in the cash provided (used in) investing activities section of our statement of cash flows.

For the year ended, For the year ended, For the nine months ended, For the nine months ended, For the TTM ended,

December 31, 2023 December 31, 2024 September 30, 2025 September 30, 2024 September 30, 2025

For the year ended, For the year ended, For the three months ended, For the three months ended, For the TTM ended,

December 31, 2024 December 31, 2025 March 31, 2026 March 31, 2025 March 31, 2026

(in thousands)

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(1) Includes cash from the sale of assets on our balance sheet as well as securitization transactions.

(2) For the nine months and TTM ended September 30, 2025, interest paid includes an $18 million benefit from the settlement of a derivative which was designated as a cash flow hedge.

For the nine months and TTM ended September 30, 2024, interest paid includes a $19 million benefit from the settlement of a derivative which was designated as a cash flow hedge.

(2) Amounts include the impact of cash settlements from derivatives which were designated as cash flow hedges.

Adjusted Return on Equity

Adjusted Return on Equity is a measure of the economic performance of our invested equity capital.

Adjusted Return on Equity is calculated as our Adjusted Earnings divided by our average stockholder’s equity for the period, expressed on an annualized basis.

The direct comparable GAAP measure is GAAP-based return on equity, which we have presented below.

Adjusted Return on Equity differs from GAAP-based return on equity in that the numerator of the calculation contains those adjustments described in the Adjusted Earnings section above.

We believe that Adjusted Return on Equity gives investors an understanding into our performance after considering the effects of financial leverage.

Our management uses it in this way and we believe that our investors use it in a similar fashion, and as such, we believe that its disclosure is useful to our investors.

Three months ended

March 31, 2026 March 31, 2025

(in thousands)

GAAP Net Income

$ (73,742) $ 58,185

Average Stockholders’ Equity (1)

2,596,342 2,437,910

GAAP-based Return on Equity

(11.4) % 9.5 %

Adjusted Earnings

$ 101,747 $ 78,067

Average Stockholders’ Equity (1)

2,596,342 2,437,910

Adjusted Return on Equity

15.7 % 12.8 %

(1) Average Stockholders’ Equity is calculated as the average of the Stockholders’ Equity at the beginning and end of each quarterly period.

Other Metrics

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Our Portfolio Yield measure may not be comparable to similarly titled measures used by other companies.

Our Portfolio totaled approximately $7.5 billion as of September 30, 2025.

Unlevered Portfolio Yield was 8.6% as of September 30, 2025 and 8.3% as of December 31, 2024.

See Note 6 to our financial statements and MD&A - Our Business in this Form 10-Q for additional discussion of the characteristics of our portfolio as of September 30, 2025.

Our Portfolio totaled approximately $7.6 billion as of March 31, 2026.

Unlevered Portfolio Yield was 9.2% as of March 31, 2026 and 8.8% as of December 31, 2025.

See Note 6 to our financial statements and “MD&A—Our Business” in this Form 10-Q for additional discussion of the characteristics of our Portfolio as of March 31, 2026.

Average Annual Realized Loss on Managed Assets

Average Annual Realized Loss on Managed Assets represents the average annual rate of our incurred losses, calculated as the amount of realized losses incurred in each year as a percentage of each year’s average annual Managed Assets.

This metric is calculated over the ten-year period ending September 30, 2025.

This metric is calculated over the ten-year period ending March 31, 2026.

Incurred losses include both realized losses on equity method investments and realized credit losses on receivables and debt securities.

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Our management uses it in this way and we believe that our investors use it in a similar fashion to evaluate our investment performance, and as such, we believe that its disclosure is useful to our investors.

The table below shows these metrics as of September 30, 2025 is:

The table below shows these metrics as of March 31, 2026 is:

Average Annual Recognized Loss (GAAP) on Managed Assets

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We typically pay our operating expenses, our debt service, and dividends from collections on our Portfolio, fee income and proceeds from sales of Portfolio investments.

We use borrowings as part of our financing strategy to increase potential returns to our stockholders and have available to us a broad range of financing sources.

We finance our investments primarily with secured or unsecured debt, equity and off-balance sheet securitization or co-investment structures.

We use borrowings as part of our financing strategy to increase potential returns to our stockholders and we have available to us a broad range of financing sources, including secured or unsecured debt, equity and off-balance sheet securitization or co-investment structures.

We maintain sufficiently available liquidity in the form of unrestricted cash and immediately available capacity on our credit facilities to manage our net cash flow.

Below is a summary of our available liquidity by source:

As of September 30, 2025

As of March 31, 2026

(in millions)

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Unused capacity under our unsecured revolving credit facility (1)

Unused capacity under our delayed draw term loan (2)

Unused capacity under our Credit-enhanced Commercial Paper Program

Total liquidity $ 2,315

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

As of September 30, 2025, that reserved capacity was $577 million, and we have presented the available capacity under our unsecured revolving credit facility of $1.4 billion as reduced by that amount.

Capital markets activity during the nine months ended September 30, 2025

During the nine months ended September 30, 2025, we increased the available capacity available under our unsecured revolving credit facility to $1.55 billion, adding two additional banks.

We issued $600 million of senior unsecured notes due 2031 and $400 million of senior unsecured notes due 2035, and used the proceeds of the notes issuances to complete a cash tender offer to repurchase $400 million and $300 million of senior unsecured notes due 2026 and 2027, respectively.

We repaid $220 million of Convertible Notes with existing liquidity, and issued $187 million in equity.

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.

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

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

As discussed in Note 8 to our financial statements in this Form 10-Q, we entered into a strategic partnership with KKR called CarbonCount Holdings 1, LLC (“CCH1”), under which we each have committed to invest $1 billion in eligible projects

over an 18-month period, of which $476 million remains to be funded by each of us as of September 30, 2025.

The commitment period was extended to 30 months in May 2025 to allow additional time to invest the proceeds of senior notes issued by CCH1.

Such senior notes allow CCH1 to invest in assets in amounts incremental to commitments of the investors.

Capital markets activity during the three months ended March 31, 2026

During the three months ended March 31, 2026, we issued $600 million principal amount of Junior Subordinated Notes due November 2056 and $400 million principal amount of Senior Notes due 2036.

We used a portion of the proceeds of these issuances to redeem the outstanding $450 million principal amount of our 8.00% Senior Notes due 2027, with the remaining proceeds used to temporarily pay down short-term borrowings and ultimately invest in Portfolio assets.

We did not issue any equity during the three months ended March 31, 2026.

As discussed in Note 6 to our financial statements in this Form 10-Q, we have an active co-investment vehicle with KKR called CarbonCount Holdings 1, LLC (“CCH1”), under which we each had committed to invest $1.5 billion in eligible projects over an investment period concluding in December 2027.

Maturities of recourse debt obligations

In addition to general operational obligations, which are typically paid as incurred, and dividends and distributions, which are declared by our board of directors quarterly, we have future cash needs related to the payments due at maturity of our Commercial Paper Notes, Senior Unsecured Notes, Convertible Notes and Term Loan facilities.

In addition to general operational obligations, which are typically paid as incurred, and dividends and distributions, which are declared by our board of directors quarterly, we have potential future cash needs related to the payments due at maturity of our Commercial Paper Notes, Senior Notes, Junior Subordinated Notes, Convertible Notes and Term Loan facilities.

We also have maturities related to our non-recourse debt.

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For further information on our long-term debt, see Note 8 to our financial statements of this Form 10-Q.

As of September 30, 2025, the maturity profile of our long-term recourse debt obligations is shown in the table below.

Amounts exclude $577 million principal amount of Standalone Commercial Paper Notes which mature in 2025, as we have reserved capacity under our credit facility for such amounts as described above.

The maturity profile of our long-term recourse debt obligations as of March 31, 2026, is shown in the table below.

Additional borrowings and financial leverage management

As a means of financing our business, we plan to continue to issue debt which may be either secured or unsecured and either fixed-rate or floating-rate, and we may issue additional equity.

As a means of financing our business, we plan to continue to issue debt which may be either secured or unsecured and either fixed-rate or floating-rate, and may issue additional equity.

We also expect to use both on-balance sheet and off-balance sheet securitizations.

We also use separately funded special purpose entities or co-investment vehicles to allow us to expand the investments that we make or to manage Portfolio diversification.

The decision as to how we finance specific assets or groups of assets is largely driven by risk, portfolio, and financial management considerations, including the potential for gain on sale or fee income, the overall interest rate environment, prevailing credit spreads, the terms of available financing, and financial market conditions.

The decision as to how we finance specific assets or groups of assets is largely driven by risk, portfolio, and financial management considerations, including the potential for gain on sale or fee income, the overall interest rate environment including prevailing credit spreads, the terms of available financing, and financial market conditions.

During periods of market disruptions, certain sources of financing may be more readily accessible than others which may impact our financing decisions.

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

The amount of financial leverage we may deploy for particular assets will depend upon our target capital structure and the availability of particular types of financing and our assessment of the credit, liquidity, price volatility and other risks of such assets, and the interest rate environment.

As shown in the table below, our debt to equity ratio was approximately 1.9 to 1 as of September 30, 2025, below our current board-approved leverage limit of up to 2.5 to 1.

Our percentage of fixed rate debt including the impact of our interest rate derivatives was approximately 88% as of September 30, 2025, which is within our

targeted fixed rate debt percentage range of 75% to 100%.

The amount of financial leverage we may use will depend upon our target capital structure and the availability of particular types of financing and our assessment of the credit, liquidity, price volatility and other risks of such assets, and the interest rate environment.

As shown in the table below, our debt to equity ratio was approximately 1.6 to 1 as of March 31, 2026, within our target operating range of between 1.5 to 1 and 2.0 to 1, and below our current board-approved leverage limit of up to 2.5 to 1.

Our debt to equity ratio reflects 50% of our outstanding principal amount of Junior Subordinated Notes as equity as consistent with the treatment by rating agencies and as approved by our board.

Our percentage of fixed rate debt including the impact of our interest rate derivatives was approximately 100% as of March 31, 2026, which is within our targeted fixed rate debt percentage range of 75% to 100%.

Our targeted fixed rate debt range allows for percentages as low as 70% on a short term basis if we intend to repay or swap floating rate borrowings in the near term.

The calculation of our fixed-rate debt and financial leverage is shown in the chart below:

September 30, 2025 % of Total December 31, 2024 % of Total

The calculation of our fixed-rate debt and financial leverage as of March 31, 2026 and December 31, 2025 is shown in the chart below:

March 31, 2026 % of Total December 31, 2025 % of Total

(dollars in millions) (dollars in millions)

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Total debt $ 5,386 100 % $ 5,149 100 %

Equity $ 2,686 $ 2,405

Debt for leverage calculation (3)

$ 4,836 $ 4,899

Equity for leverage calculation (3)

$ 3,085 $ 2,908

Leverage 1.6 to 1 1.7 to 1

(1) Floating-rate borrowings include borrowings under our floating-rate credit facilities and commercial paper issuances with less than six months original maturity, to the extent such borrowings are not hedged using interest rate swaps.

(2) Fixed-rate debt includes the impact of our interest rate swaps and collars on debt that is otherwise floating.

(2) Fixed-rate debt includes the impact of our interest rate derivatives on debt that is otherwise floating.

Debt excludes securitizations that are not consolidated on our balance sheet.

Since the borrowing rate associated with our junior subordinated notes is fixed for the first five years until which time we have the option to redeem them, we have included those notes as fixed-rate debt.

(3) Our leverage ratio includes the impact, as approved by our board of directors and as consistent with the methodologies of the credit rating agencies, of reflecting the principal amount of any Junior Subordinated Notes outstanding as being 50% equity.

We intend to use financial leverage for the primary purpose of financing our Portfolio and business activities and not for the purpose of speculating on changes in interest rates.

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While we generally intend to hold our target assets that we do not securitize upon acquisition as long term investments, certain of our investments may be sold in order to manage our interest rate risk and liquidity needs, to meet other operating objectives and to adapt to market conditions.

The timing and impact of future sales of receivables and debt securities, if any, cannot be predicted with any certainty.

We or our affiliates may, at any time and from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise.

The timing and impact of future sales of receivables, debt securities, or equity method investments, if any, cannot be predicted with any certainty.

We may, at any time and from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise.

Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

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Sources and Uses of Cash

We had approximately $319 million and $150 million of unrestricted cash, cash equivalents, and restricted cash as of September 30, 2025 and December 31, 2024, respectively.

Our cash balance was higher at September 30, 2025 compared to December 31, 2024 due primarily to the receipt at period-end of large principal prepayments from Portfolio receivables.

The following table summarizes our cash flows for the nine months ended September 30, 2025 and 2024.

We had approximately $151 million and $145 million of unrestricted cash, cash equivalents, and restricted cash as of March 31, 2026 and December 31, 2025, respectively.

The following table summarizes our cash flows for the three months ended March 31, 2026 and 2025.

See our statements of cash flows for full details on the components of each category of cash flows.

As discussed above, Adjusted Cash from Operations plus Other Portfolio Collections was $611 million for the nine months ended September 30, 2025.

For the nine months ended,

September 30, 2025 September 30, 2024

As discussed above, Adjusted Cash from Operations plus Other Portfolio Collections was $235 million for the three months ended March 31, 2026.

For the three months ended,

March 31, 2026 March 31, 2025

(in millions)

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Discussion of changes in cash provided by (used in) operating activities

Cash provided by (used in) operating activities for the nine months ended September 30, 2025 was $97 million lower than the same period ended September 30, 2024.

Net income was $111 million higher in the current period, and there were higher negative adjustments to net income of $208 million when compared to the prior period, including $159 million higher net investment in receivables held-for-sale which has the impact of reducing cash provided by (used in) operating activities.

Cash provided by (used in) operating activities for the three months ended March 31, 2026 was $53 million higher than the same period ended March 31, 2025.

Net income was $132 million lower in the current period, and there was a greater adjustment to net income of $185 million when compared to the prior period.

This increase in adjustment to net income includes $51 million greater cash received (paid) for held-for-sale receivables and $41 million more in equity method investment distributions which were classified as operating, which were offset partially by increased cash interest paid of $41 million.

Discussion of changes in cash provided by (used in) investing activities

Cash provided by (used in) investing activities for the nine months ended September 30, 2025 was $565 million lower than the same period ended September 30, 2024.

We invested $268 million more in equity method investments and receivables in the period ended September 30, 2025 than the same period in the prior year.

In the prior year, we sold $116 million of real estate, which did not recur in the current period, and received $116 million less from the sale of receivables in the current period.

Cash provided by (used in) investing activities for the three months ended March 31, 2026 was $140 million lower than the same period ended March 31, 2025.

We collected $204 million more in principal from receivables in the current period, which was partially offset by $105 million additional invested in equity method investments and receivables.

We also collected a $63 million reimbursement from a co-investor for CCH1 advances made by us on their behalf in December 2025.

Discussion of changes in cash provided by (used in) financing activities

Cash provided by (used in) financing activities for the nine months ended September 30, 2025 was $847 million higher than the same period ended September 30, 2024.

We had higher net borrowings from our revolving credit facility and commercial paper notes of $1.0 billion compared to the prior period.

Net proceeds from long-term borrowings were $137 million lower in the current period than in the prior period.

Cash provided by (used in) financing activities for the three months ended March 31, 2026 was $120 million lower than the same period ended March 31, 2025.

We had lower net borrowings from our revolving credit facility and commercial paper notes of $602 million compared to the prior period, while net proceeds from senior notes and junior subordinated notes were $549 million higher in the current period than in the prior period.

We also issued $47 million in common stock in the prior period, which did not recur in the current period.

Supplemental Guarantor Information

The Company and each of Hannon Armstrong Sustainable Infrastructure, L.P., Hannon Armstrong Capital, LLC.

HAC Holdings I LLC, HAC Holdings II LLC, HAT Holdings I LLC and HAT Holdings II LLC (the “Subsidiary Guarantors”) have filed registration statements with the SEC pursuant to which the Company has offered and may offer and sell debt securities from time to time and such securities have been and may be guaranteed by the Subsidiary Guarantors.

HAC Holdings I LLC, HAC Holdings II LLC, HAT Holdings I LLC and HAT Holdings II LLC (the “Subsidiary Guarantors”) have filed registration statements with the SEC pursuant to which the Company has offered and may in the future offer and sell debt securities from time to time and such securities have been and may be guaranteed by the Subsidiary Guarantors.

The Subsidiary Guarantors are consolidated in the Company’s Consolidated Financial Statements and separate Consolidated Financial Statements of the Subsidiary Guarantors have not been presented in accordance with Rule 3-10 of Regulation S-X.

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We have relationships with non-consolidated entities or financial partnerships, often referred to as structured investment vehicles, special purpose entities, or variable interest entities, established to facilitate the sale of securitized assets.

Other than our retained interests in securitization trusts (including any outstanding servicer advances) of approximately $278 million as of September 30, 2025, that may be at risk in the event of defaults or prepayments in our securitization trusts and certain limited guarantees as discussed below, and except as disclosed in Note 9 to our financial statements in this Form 10-Q, we have not guaranteed any obligations of non-consolidated entities or entered into any commitment or intent to provide additional funding to any such entities.

We have retained interests in securitization trusts (including any outstanding servicer advances) of approximately $339 million as of March 31, 2026, that may be at risk in the event of defaults or prepayments in our securitization trusts and certain limited guarantees as discussed below.

We have not guaranteed any obligations of non-consolidated entities or entered into any commitment or intent to provide additional funding to any such entities except as disclosed in Note 9 to our financial statements in this Form 10-Q.

A more detailed description of our relations with non-consolidated entities can be found in Note 2 to our financial statements in this Form 10-Q.

We have made certain loans to equity method investees which we describe in Note 6 to our financial statements in this Form 10-Q.

Additionally, we have made certain loans to equity method investees which we describe in Note 6 to our financial statements in this Form 10-Q.

In connection with some of our transactions, we have provided certain limited guarantees to other transaction participants covering the accuracy of certain limited representations, warranties or covenants and provided an indemnity against certain losses from “bad acts” including fraud, failure to disclose a material fact, theft, misappropriation, voluntary bankruptcy or unauthorized transfers.

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Book Value Considerations

As of September 30, 2025, we carried only our debt securities, receivables held-for-sale for which we had elected the fair value option, retained interests in securitization trusts, and derivatives at fair value on our balance sheet.

As of March 31, 2026, we carried only our debt securities, our receivables held-for-sale for which we had elected the fair value option, if any, our retained interests in securitization trusts, and derivatives at fair value on our balance sheet.

As a result, in reviewing our book value, there are a number of important factors and limitations to consider.

Other than our debt securities, retained interests in securitization trusts, and derivatives that are carried on our balance sheet at fair value as of September 30, 2025, the carrying value of our remaining assets and liabilities are calculated as of a particular point in time, which is largely determined at the time such assets and liabilities were added to our balance sheet using a cost basis in accordance with GAAP, adjusted for income or loss recognized on and cash collected from such assets.

Other than those assets listed above that are carried on our balance sheet at fair value as of March 31, 2026, the carrying value of our remaining assets and liabilities are typically determined using a cost basis approach in accordance with GAAP, adjusted for income or loss recognized on and cash collected from such assets.

Other than the allowance for current expected credit losses applied to our receivables, our remaining assets and liabilities do not incorporate other factors that may have a significant impact on their value, most notably any impact of business activities, changes in estimates, or changes in general economic conditions, interest rates or commodity prices since the dates the assets or liabilities were initially recorded.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis