Item 1. Financial Statements
Item 1. Financial Statements
HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
March 31, 2026 (unaudited) December 31, 2025
Assets
Cash and cash equivalents $ 124,498 $ 110,218
Equity method investments 4,253,780 4,115,909
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
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
326,093 299,739
Other assets 134,703 191,824
Total Assets $ 8,202,362 $ 8,187,965
Liabilities and Stockholders’ Equity
Liabilities:
Accounts payable, accrued expenses and other $ 282,022 $ 380,702
Credit facilities 1,338 46,184
Commercial paper notes 113 225,212
Term loans payable 382,398 386,391
Non-recourse debt (secured by assets of $ 303 million and $ 311 million, respectively)
118,254 124,561
Senior notes 3,379,931 3,466,048
Junior subordinated notes
1,103,383 497,560
Convertible notes 400,109 403,438
Total Liabilities 5,667,548 5,530,096
Stockholders’ Equity:
Preferred stock, par value $ 0.01 per share, 50,000,000 shares authorized, no shares issued and outstanding
— —
Common stock, par value $ 0.01 per share, 450,000,000 shares authorized, 127,801,066 and 127,644,496 shares issued and outstanding, respectively
1,278 1,276
Additional paid-in capital 2,852,786 2,849,597
Accumulated deficit ( 449,905 ) ( 323,071 )
Accumulated other comprehensive income (loss) 38,727 47,076
Non-controlling interest 91,928 82,991
Total Stockholders’ Equity 2,534,814 2,657,869
Total Liabilities and Stockholders’ Equity $ 8,202,362 $ 8,187,965
See accompanying notes.
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HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
For the Three Months Ended March 31,
2026 2025
Revenue
Interest and rental income ($12 million and $19 million from equity method investees, respectively)
$ 82,689 $ 66,477
Gain on sale of assets 22,752 18,668
Management fees and retained interest income
9,731 6,999
Origination fee and other income
9,054 4,797
Total revenue 124,226 96,941
Expenses
Interest expense 99,275 64,677
Provision (benefit) for loss on receivables and retained interests in securitization trusts
4,541 3,812
Compensation and benefits 35,505 24,980
General and administrative 10,166 9,378
Total expenses 149,487 102,847
Income (loss) before equity method investments
( 25,261 ) ( 5,906 )
Income (loss) from equity method investments ( 79,258 ) 87,989
Income (loss) before income taxes ( 104,519 ) 82,083
Income tax (expense) benefit 30,777 ( 23,898 )
Net income (loss) $ ( 73,742 ) $ 58,185
Net income (loss) attributable to non-controlling interest holders
( 1,777 ) 1,573
Net income (loss) attributable to controlling stockholders $ ( 71,965 ) $ 56,612
Basic earnings (loss) per common share $ ( 0.57 ) $ 0.47
Diluted earnings (loss) per common share $ ( 0.57 ) $ 0.44
Weighted average common shares outstanding—basic 127,577,861 119,381,781
Weighted average common shares outstanding—diluted 127,577,861 137,956,858
See accompanying notes.
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HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Three Months Ended March 31,
2026 2025
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 $ 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 $( 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 )
Comprehensive income (loss) ( 81,991 ) 55,720
Less: Comprehensive income (loss) attributable to non-controlling interest holders
( 1,677 ) 1,533
Comprehensive income (loss) attributable to controlling stockholders $ ( 80,314 ) $ 54,187
See accompanying notes.
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HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Non-controlling interests Total
Shares Amount
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 )
Unrealized gain (loss) on available-for-sale securities and retained interests in securitization trusts
— — — — ( 10,093 ) ( 23 ) ( 10,116 )
Unrealized gain (loss) on interest rate swaps — — — — 1,744 123 1,867
Issued shares of common stock 76 1 2,515 — — — 2,516
Equity-based compensation — — 1,583 — — 13,595 15,178
Other
81 1 ( 909 ) — — — ( 908 )
Dividends and distributions — — — ( 54,869 ) — ( 2,981 ) ( 57,850 )
Balance at March 31, 2026
127,801 $ 1,278 $ 2,852,786 $ ( 449,905 ) $ 38,727 $ 91,928 $ 2,534,814
Balance at December 31, 2024
118,960 $ 1,190 $ 2,592,964 $ ( 297,499 ) $ 40,101 $ 68,319 $ 2,405,075
Net income (loss) — — — 56,612 — 1,573 58,185
Unrealized gain (loss) on available-for-sale debt securities and retained interests in securitization trusts
— — — — 5,343 87 5,430
Unrealized gain (loss) on interest rate swaps — — — — ( 7,769 ) ( 126 ) ( 7,895 )
Issued shares of common stock 1,729 17 49,450 — — — 49,467
Equity-based compensation — — 1,297 — — 8,527 9,824
Issuance (repurchase) of vested equity-based compensation shares 20 — ( 393 ) — — — ( 393 )
Other — — 3,097 — — — 3,097
Dividends and distributions — — — ( 51,008 ) — ( 1,038 ) ( 52,046 )
Balance at March 31, 2025
120,709 $ 1,207 $ 2,646,415 $ ( 291,895 ) $ 37,675 $ 77,342 $ 2,470,744
See accompanying notes.
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HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Three Months Ended March 31,
2026 2025
Cash flows from operating activities
Net income (loss) $ ( 73,742 ) $ 58,185
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Provision for loss on receivables and retained interests in securitization trusts
4,541 3,812
Depreciation and amortization 179 167
Amortization of financing costs 3,781 4,147
Equity-based expenses
17,814 9,825
Equity method investments 138,472 ( 69,491 )
Non-cash gain on securitization
( 16,990 ) ( 5,347 )
Loss on debt extinguishment 18,818 —
Changes in receivables held-for-sale 27,350 ( 23,719 )
Changes in accounts payable, accrued expenses, and other
( 72,895 ) 8,534
Change in accrued interest on receivables and debt securities
( 22,762 ) ( 20,810 )
Cash received (paid) upon hedge settlement 1,901 —
Other ( 10,853 ) ( 2,424 )
Net cash provided by (used in) operating activities 15,614 ( 37,121 )
Cash flows from investing activities
Equity method investments ( 291,732 ) ( 247,714 )
Equity method investment distributions received 6,205 7,642
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
Purchases of debt securities and retained interests in securitization trusts
( 7,457 ) —
Collateral provided to hedge counterparties
— ( 1,060 )
Collateral received from hedge counterparties
— 3,050
Other 63,472 3,214
Net cash provided by (used in) investing activities ( 184,136 ) ( 323,665 )
Cash flows from financing activities
Proceeds from credit facilities 60,000 25,000
Principal payments on credit facilities ( 105,000 ) ( 25,000 )
Principal payments on term loan ( 4,629 ) ( 5,437 )
Principal payments on non-recourse debt
( 4,426 ) ( 4,348 )
Proceeds from (repayments of) commercial paper notes
( 225,500 ) 331,000
Proceeds from issuance of senior notes
399,240 —
Redemption of senior notes
( 450,000 ) —
Proceeds from issuances of junior subordinated notes
600,000 —
Net proceeds of common stock issuances — 46,614
Payments of dividends and distributions ( 56,817 ) ( 50,397 )
Redemption premium and fees paid
( 17,942 ) —
Payment of financing costs ( 12,105 ) ( 634 )
Collateral provided to hedge counterparties
( 11,260 ) ( 45,270 )
Collateral received from hedge counterparties
5,000 27,000
Other ( 2,208 ) ( 4,253 )
Net cash provided by (used in) financing activities 174,353 294,275
Increase (decrease) in cash, cash equivalents, and restricted cash 5,831 ( 66,511 )
Cash, cash equivalents, and restricted cash at beginning of period 145,223 150,156
Cash, cash equivalents, and restricted cash at end of period $ 151,054 $ 83,645
Interest paid $ 102,924 $ 61,963
Supplemental disclosure of non-cash activity
Interests retained from securitization transactions
$ 17,288 $ 7,313
Removal of deferred financing obligation upon securitization
50,882 —
See accompanying notes.
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HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
March 31, 2026
1. The Company
HA Sustainable Infrastructure Capital, Inc. (the “Company”), actively partners with clients to deploy real assets that facilitate the energy transition. The Company and its subsidiaries are hereafter referred to as “we,” “us” or “our.”
Our investments take various forms, including equity, joint ventures, land ownership, lending, and other financing transactions. We refer to the income-producing assets that we hold on our balance sheet as our “Portfolio.” Our Portfolio includes equity investments in either preferred or common structures in unconsolidated entities, receivables, and debt securities. We generate recurring income from net investment income from our Portfolio, from income through our residual ownership in securitization and co-investment structures, and from asset management and other services. We also generate income through gain-on-sale securitization transactions and broker/dealer services.
We finance our business through cash on hand, secured and unsecured debt, convertible securities, or equity issuances and may also decide to finance such transactions through the use of off-balance sheet securitization or syndication structures.
Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “HASI.” We intend to continue to operate our business in a manner that will maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). We operate our business through, and along with two of our wholly owned subsidiaries, serve as the general partners of, our operating partnership subsidiary, Hannon Armstrong Sustainable Infrastructure, L.P., (the “Operating Partnership”), which was formed to acquire and directly or indirectly own our assets.
2. Summary of Significant Accounting Policies
Basis of Presentation
The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and such differences could be material. These financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read in conjunction with the consolidated financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. 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-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. Certain amounts in the prior years have been reclassified to conform to the current year presentation.
The consolidated financial statements include our accounts and controlled subsidiaries, including the Operating Partnership. All material intercompany transactions and balances have been eliminated in consolidation.
Following the guidance for non-controlling interests in Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”), references in this report to our earnings per share and our net income and stockholders’ equity attributable to common stockholders do not include amounts attributable to non-controlling interests.
Consolidation
We account for our investments in entities that are considered voting interest entities or variable interest entities (“VIEs”) under ASC 810 and assess on an ongoing basis whether we should consolidate these entities. We have established various special purpose entities or securitization trusts for the purpose of securitizing certain assets that are not consolidated in our financial statements as described below in Securitization of Assets.
Since we have assessed that we have power over and receive the benefits from those special purpose entities that are formed for the purpose of holding our assets on our balance sheet, we have concluded we are the primary beneficiary of those
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entities and should consolidate them under the provisions of ASC 810. We also have certain subsidiaries we deem to be voting interest entities that we control through our ownership of voting interests and accordingly consolidate.
Certain of our equity 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 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
We have made equity investments, typically in structures where we have a preferred return position. These investments are typically owned in holding companies (that are generally limited liability companies (“LLCs”) taxed as partnerships) where we partner with either the operator of the project or other institutional investors. We share in the cash flows, income and tax attributes according to a negotiated schedule which typically does not correspond with our ownership percentages. Investors in a preferred return position, if any, typically receive a priority distribution of all or a portion of the project’s cash flows, and in some cases, tax attributes. 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 the terms of the LLC agreement, less distributions received. We generally conclude that investments where the LLC agreements contain preferences with regard to cash flows from operations, capital events or liquidation are considered to contain substantive profit sharing arrangements, so we accordingly reflect our share of profits and losses by determining the difference between our claim on the investee’s reported book value at the beginning and the end of the period, which is adjusted for distributions received and contributions made during the period. This claim is calculated as the amount we would receive if the investee were to liquidate all of its assets at the recorded amounts determined in accordance with GAAP and distribute the resulting hypothetical proceeds to creditors and investors in accordance with their respective priorities. This method is referred to as the hypothetical liquidation at book value method (“HLBV”). Our exposure to loss in these investments is limited to the amount of our equity investment, plus receivables from or guarantees made to the same investee, if any.
Any difference between the amount of our investment and the amount of underlying equity in net assets at the time of our investment is generally amortized over the life of the assets and liabilities to which the difference relates. Cash distributions received from each equity method investment are classified as operating activities to the extent of cumulative earnings for each investment in our consolidated statements of cash flows. Our initial investment and additional cash distributions beyond the amounts that are classified as operating activities are classified as investing activities in our consolidated statements of cash flows. 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 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”). An OTTI occurs when the estimated fair value of an investment is below the carrying value and the difference is determined to not be recoverable in the near term. First, we consider both qualitative and quantitative evidence in determining whether there is an indicator of a loss in investment value below carrying value. 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 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 investee; specific events; and other factors.
Receivables
Receivables include project loans and receivables. Unless otherwise noted, we generally have the ability and intent to hold our receivables for the foreseeable future and accordingly we classify them as held for investment. Our ability and intent to hold certain receivables may change from time to time depending on a number of factors including our liquidity needs and economic and capital market conditions. At inception of the arrangement, the carrying value of receivables held for investment represents the present value of the note, lease or other payments, net of any unearned fee income, which is recognized as income over the term of the note or lease using the effective interest method. 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
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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. The purchases and proceeds from receivables that we have classified as held-for-sale at origination are classified as operating activities in our consolidated statements of cash flows. Interest collected is classified as an operating activity in our consolidated statements of cash flows. Receivables from certain projects are subordinate to preferred investors in a project who are allocated the majority of such project’s cash in the early years of the investment. Accordingly, such receivables may 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 statements of cash flows. We may enter into real estate transactions which may be characterized as “failed sale-leaseback” transactions as defined under ASC Topic 842, Leases , and thus are accounted for as financing transactions similarly to our receivables as described herein. Receivables are typically eligible for the fair value option, an election which is made on an investment-by-investment basis, and the associated unrealized gain or loss on such receivables is recorded as a component of net income in our statements of operations.
We evaluate our held-for-investment receivables on which we have not declared the fair value option for an allowance as determined under ASC Topic 326 Financial Instruments- Credit Losses (“ASC 326”) and for our internally derived asset performance categories included in Note 6 to our financial statements on at least a quarterly basis and more frequently when economic or other conditions warrant such an evaluation. When a receivable becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service all of its debt or other obligations, we will generally consider the receivable delinquent or impaired and place the receivable on non-accrual status and cease recognizing income from that receivable until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a receivable’s status significantly improves regarding the debtor’s ability to service the debt or other obligations, we will remove it from non-accrual status.
We determine our allowance based on the current expectation of credit losses over the contractual life of our receivables as required by 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. In developing our estimates, we consider our historical experience with our and similar assets in addition to our view of both current conditions and what we expect to occur within a period of time for which we can develop reasonable and supportable forecasts, typically two years . For periods following the reasonable and supportable forecast period, we revert to historical information when developing assumptions used in our estimates. In developing our forecasts, we consider a number of qualitative and quantitative factors in our assessment, which may include a project’s operating results, loan-to-value ratio, any cash reserves held by the project, the ability of expected cash from operations to cover the cash flow requirements currently and into the future, key terms of the transaction, the ability of the borrower to refinance the transaction, other credit support from the sponsor or guarantor and the project’s collateral value. In addition, we consider the overall economic environment, the sectors in which we invest, the effect of local, industry, and broader economic factors, such as unemployment rates and power prices, the impact of any variation in weather and the historical and anticipated trends in interest rates, defaults and loss severities for similar transactions, as applicable. For assets where the obligor is a publicly rated entity, we consider the published historical performance of entities with similar ratings in developing our estimate of an allowance, making adjustments determined by management to be appropriate during the reasonable and supportable forecast period.
We have made certain loan commitments that are within the scope of 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 statements. 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.
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Debt securities
Debt securities are loans that meet the criteria of ASC 320, Investments-Debt and Equity Securities. We have designated our debt securities as available-for-sale and carry these securities at fair value on our balance sheet. Unrealized gains and losses, to the extent not considered to be credit related, on available-for-sale debt securities are recorded as a component of accumulated other comprehensive income (“AOCI”) in equity on our balance sheet. When a security is sold, we reclassify the AOCI to earnings based on the specific identification of each security. Our initial investment and principal repayments of these debt securities are classified as investing activities and the interest collected is classified as operating activities in our consolidated statements of cash flows.
We evaluate our debt securities for impairment on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Our impairment assessment is a subjective process requiring the use of judgments and assumptions. Accordingly, we regularly evaluate the extent and impact of any credit deterioration associated with the financial and operating performance and value of the underlying project. We consider several qualitative and quantitative factors in our assessment. The primary factor in our assessment is the current fair value of the security, while other factors include changes in the credit rating, performance of the underlying project, key terms of the transaction, the value of any collateral and any support provided by the sponsor or guarantor.
To the extent that we have identified an impairment for a security and do not expect that we will be required to sell the security prior to recovery of the amortized cost basis, we will recognize only the credit component of the unrealized loss in earnings by recording an allowance against the amortized cost of the asset as required by ASC 326. We determine the credit component using the difference between the security’s amortized cost basis and the present value of its expected future cash flows, discounted using the effective interest method or its estimated collateral value. Any remaining unrealized loss due to factors other than credit is recorded in AOCI.
To the extent we hold securities with a fair value less than the amortized cost and we have made the decision to sell the security or it is more likely than not that we will be required to sell the security prior to recovery of its amortized cost basis, we recognize the entire portion of the impairment in earnings.
Premiums or discounts on securities are amortized or accreted into interest income using the effective interest method.
Securitization of Assets
We have established various special purpose entities or securitization trusts for the purpose of securitizing certain financial assets. We determined that the trusts used in securitizations are VIEs, as defined in ASC 810. When we conclude that we are not the primary beneficiary of certain trusts because we do not have power over those trusts’ significant activities, we do not consolidate the trust. We typically serve as primary or master servicer of these 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 arrangements as secured borrowings, retaining the assets on our balance sheet and recording the amounts due to the trust investor as non-recourse debt. Transfers of non-financial assets are accounted for under ASC 610-20, Gains and Losses from the Derecognition of Non-financial Assets , and those transfers are accounted for as sales when we have concluded that we have transferred control of the non-financial asset.
For transfers treated as sales under ASC 860, we have received true-sale-at-law and non-consolidation legal opinions to support our conclusion regarding the transferred financial assets. When we sell financial assets in securitizations, we generally retain servicing rights, and also retain economic interests in the transferred assets in the form of residual assets, which we refer to as retained interests in securitization trusts.
Gain or loss on the sale of assets is calculated based on the excess of the proceeds received from the securitization (net of any transaction costs) plus any retained interests obtained over the cost basis of the assets sold. For retained interests, we generally estimate fair value based on the present value of future expected cash flows using our best estimates of the key assumptions of anticipated losses, prepayment rates, and current market discount rates commensurate with the risks involved. Cash flows related to our securitizations at origination are classified as operating activities in our consolidated statements of cash flows.
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 statements. These assets are evaluated for impairment on a quarterly basis under ASC 326. Such assets
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are impaired if their fair value is less than its carrying value. The credit component of impairments, if any, are recognized by recording an allowance against the amortized cost of the asset. For changes in expected cash flows, we will calculate a new yield based on the current amortized cost of the assets and the revised expected cash flows. This yield is used prospectively to recognize our income related to these assets. Retained interests in securitized non-financial assets are accounted for as equity method investments, and subject to those accounting policies described above.
Cash and Cash Equivalents
Cash and cash equivalents include short-term government securities, certificates of deposit and money market funds, all of which had an original maturity of three months or less at the date of purchase. These securities are carried at their purchase price, which approximates fair value.
Restricted Cash
Restricted cash includes cash and cash equivalents set aside with certain lenders primarily to support obligations outstanding as of the balance sheet dates. Restricted cash is reported as part of other assets in our consolidated balance sheets. Refer to Note 3 to our financial statements in this Form 10-Q for disclosure of the balances of restricted cash included in other assets.
Convertible Notes
We have issued convertible and exchangeable senior unsecured notes (together, “Convertible Notes”) that are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options , and ASC 815, Derivatives and Hedging (“ASC 815”) . Under ASC 815, issuers of certain convertible or exchangeable debt instruments are generally required to separately account for the conversion or exchange option of the debt instrument as either a derivative or equity, unless it meets the scope exemption for contracts indexed to, and settled in, an issuer’s own equity. Since our conversion or exchange options are both indexed to our equity and can be settled in our common stock at our option, we have met the scope exemption, and therefore, we do not separately account for the embedded conversion or exchange options. The initial issuance and any principal repayments are classified as financing activities and interest payments are classified as operating activities in our consolidated statements of cash flows. 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 certain Convertible Notes, we have entered into capped call transactions, the accounting for which is discussed below in Derivative Financial Instruments.
Derivative Financial Instruments
We use derivative financial instruments, including interest rate swaps and collars, to manage, or hedge, our interest rate risk exposures associated with new debt issuances and anticipated refinancings of existing debt, to manage our exposure to fluctuations in interest rates on floating-rate debt, and to optimize the mix of our fixed and floating-rate debt. Our objective is to reduce the impact of changes in interest rates on our results of operations and cash flows.
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 asset position) or accounts payable, accrued expenses and other (if in an unrealized liability position) and in net unrealized gains and losses in AOCI as described below. The cash settlements of our interest rate swaps, if any, are classified as operating activities in our consolidated statements of cash flows.
The interest rate derivatives we use are intended to be designated as cash flow hedges and are considered highly effective in reducing our exposure to the interest rate risk that they are designated to hedge. This effectiveness is required in order to qualify for hedge accounting. Instruments that meet the required hedging criteria are formally designated as hedging instruments at the inception of the derivative contract. Derivatives are recorded at fair value. If a derivative is designated as a cash flow hedge and meets the highly effective threshold, the change in the fair value of the derivative is recorded in AOCI, net of associated deferred income tax effects. Any amounts in AOCI are recognized in earnings along with the income tax effect at the same time as the hedged item, which is when interest expense is recognized. For any derivative instruments not designated as hedging instruments, changes in fair value would be recognized in earnings in the period that the change occurs. We assess, both at the inception of the hedge and on an ongoing basis, whether the derivatives designated as cash flow hedges are highly effective in offsetting the changes in cash flows of the hedged items. We also assess on an ongoing basis whether the forecasted transactions remain probable, and discontinue hedge accounting if we conclude that they do not. We do not hold derivatives for trading purposes.
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 statements 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 statements of cash flows. The inflows and outflows related to instruments designated
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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. We attempt to minimize that risk by evaluating the creditworthiness of our counterparties, who are limited to major banks and financial institutions, and do not anticipate nonperformance by the counterparties due to their requirement to post collateral.
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 statements of stockholders’ equity.
Income Taxes
We account for income taxes under ASC 740, Income Taxes (“ASC 740”) using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. We evaluate any deferred tax assets for valuation allowances based on an assessment of available evidence including sources of taxable income, prior years taxable income, any existing taxable temporary differences and our future investment and business plans that may give rise to taxable income. We treat any tax credits we receive from our equity investments in renewable energy projects as reductions of federal income taxes of the year in which the credit arises.
We apply ASC 740 with respect to how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. This guidance requires the accounting and disclosure of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. We are required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which includes U.S. federal and certain states.
Equity-Based Compensation
We have adopted equity incentive plans which provide for grants of stock options, stock appreciation rights, restricted stock units, shares of restricted common stock, phantom shares, dividend equivalent rights, long-term incentive-plan units (“LTIP Units”) and other restricted limited partnership units issued by our Operating Partnership and other equity-based awards. From time to time, we may grant equity or equity-based awards as compensation to our independent directors, employees, advisors, consultants and other personnel. Certain awards earned under each plan are based on achieving various performance or market targets, which are generally earned between 0 % and 200 % of the initial target, depending on the extent to which the performance or market target is met. In addition to performance or market targets, income or gain must be allocated by our Operating Partnership to certain LTIP Units issued by our Operating Partnership so that the capital accounts of such units are equalized with the capital accounts of other holders of OP units before parity is reached and LTIP Units can be converted to limited partnership units.
We record compensation expense for grants made in accordance with ASC 718, Compensation-Stock Compensation . We record compensation expense for unvested grants that vest solely based on service conditions on a straight-line basis over the vesting period of the entire award based upon the fair market value of the grant on the date of grant. Fair market value for restricted common stock is based on our share price on the date of grant. For awards where the vesting is contingent upon achievement of certain performance targets, compensation expense is measured based on the fair market value on the grant date and is recorded over the requisite service period (which includes the performance period). Actual performance results at the end of the performance period determines the number of shares that will ultimately be awarded. We have also issued awards where the vesting is contingent upon service being provided for a defined period and certain market conditions being met. 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 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
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years of service criteria. We record compensation expense for unvested grants through the date in which an employee meets the retirement criteria.
Earnings Per Share
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 in this Form 10-Q).
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. The restricted stock and other equity-based awards are included if they are dilutive using the treasury stock method. The treasury stock method assumes that theoretical proceeds received for future service provided is used to purchase shares of treasury stock at the average market price per share of common stock, which is deducted from the total shares of potential common stock included in the calculation. When unvested grants are dilutive, the earnings allocated to these dilutive unvested grants are not deducted from the net income attributable to controlling stockholders when calculating diluted earnings per share.
The Convertible Notes are included if they are dilutive using the if-converted method, which removes interest expense related to the Convertible Notes from the net income attributable to controlling stockholders and includes the weighted average shares of potential common stock over the period issuable upon conversion or exchange of the note. No adjustment is made for shares of potential common stock that are anti-dilutive during a period. Our capped call transactions are anti-dilutive and therefore their impact will be excluded from earnings per share.
Segment Reporting
We manage our business as a single portfolio which we originate from a single pipeline, and accordingly we report all of our activities as one reportable segment. Our single reportable segment generates net investment and equity method investment income through investments in energy transition assets and infrastructure projects, as well as revenue through the gain on sale of assets and recurring asset management fees. The consolidated financial statements presented herein reflect the activities of our single reportable segment, and the accounting policies of our single reportable segment are those found here in this Note 2. 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 statements. 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 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 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 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.
3. Fair Value Measurements
Fair value is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The fair value accounting guidance provides a three-level hierarchy for classifying financial instruments. The levels of inputs used to determine the fair value of our financial assets and liabilities carried on the balance sheet at fair value and for those which only disclosure of fair value is required are characterized in accordance with the fair value hierarchy established by ASC 820, Fair Value Measurements. Where inputs for a financial asset or liability fall in more than one level in the fair value hierarchy, the financial asset or liability is classified in its entirety based on the lowest level input that is significant to the fair value measurement of that financial asset or liability. 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 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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• Level 1 — Quoted prices (unadjusted) in active markets that are accessible at the measurement date.
• Level 2 — Observable prices that are based on inputs not quoted on active markets but corroborated by market data.
• Level 3 — Unobservable inputs are used when little or no market data is available.
The tables below state the estimated fair value of our financial instruments on our balance sheet. Unless otherwise discussed below, fair values for our Level 2 and Level 3 measurements are measured using a discounted cash flow model, the inputs to which consist of base interest rates and spreads over base rates. Spreads are based upon market observation and recent comparable transactions. An increase in these inputs would result in a lower fair value and a decline would result in a higher fair value. Our Senior 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 March 31, 2026
Fair Value Carrying
Value Level
(in millions)
Assets
Receivables
$ 3,210 $ 3,252 Level 3
Receivables held-for-sale
42 36 Level 3
Debt securities (1)
73 73 Level 3
Retained interests in securitization trusts (2)
326 326 Level 3
Derivative assets 24 24 Level 2
Liabilities (3)
Credit facility
$ 1 $ 1 Level 3
Commercial paper notes — — Level 3
Term loans payable 386 386 Level 3
Non-recourse debt 119 121 Level 3
Senior notes
3,398 3,403 Level 2
Junior subordinated notes 1,134 1,118 Level 2
Convertible Notes
564 404 Level 2
Derivative liabilities 5 5 Level 2
(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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As of December 31, 2025
Fair Value Carrying
Value Level
(in millions)
Assets
Receivables
$ 3,222 $ 3,280 Level 3
Receivables held-for-sale 128 114 Level 3
Debt securities (1)
73 73 Level 3
Retained interests in securitization trusts (2)
300 300 Level 3
Derivative assets 25 25 Level 2
Liabilities (3)
Credit facility
$ 46 $ 46 Level 3
Commercial paper notes 225 225 Level 3
Term loans payable
391 391 Level 3
Non-recourse debt 128 128 Level 3
Junior subordinated notes
529 505 Level 2
Senior notes
3,539 3,489 Level 2
Convertible Notes
527 408 Level 2
Derivative liabilities 6 6 Level 2
(1) The amortized cost of our debt securities as of December 31, 2025, was $ 43 million.
(2) The amortized cost of our retained interests in securitization trusts net of allowance for credit losses as of December 31, 2025, was $ 348 million.
(3) Fair value and carrying value exclude unamortized financing costs.
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 March 31,
2026 2025
(in millions)
Balance, beginning of period $ 73 $ 7
Equity method investee losses applied (1)
12 —
Unrealized gains (losses) on debt securities recorded in OCI
( 12 ) —
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:
Estimated Fair Value Unrealized Losses (1)
Count of Assets
Assets with a loss shorter than 12 months Assets with a loss longer than 12 months Assets with a loss shorter than 12 months Assets with a loss longer than 12 months Assets with a loss shorter than 12 months Assets with a loss longer than 12 months
(in millions)
March 31, 2026 $ 66 $ 7 $ 0.2 $ 1.0 3 5
December 31, 2025 62 7 0.3 0.9 1 5
(1) Loss positions are due to interest rates movements and are not indicative of credit deterioration. We have the intent and ability to hold these assets until a recovery of fair value.
In determining the fair value of our debt securities, we used a market-based risk-free rate and added a range of interest rate spreads based upon transactions involving similar assets of approximately 3 % to 6 % as of March 31, 2026 and December 31, 2025. 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.
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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 March 31,
2026 2025
(in millions)
Balance, beginning of period $ 300 $ 249
Accretion of retained interests in securitization trusts
5 5
Additions to retained interests in securitization trusts
24 7
Collections from retained interests in securitization trusts
( 2 ) ( 3 )
Unrealized gains (losses) on retained interests in securitization trusts recorded in OCI
( 1 ) 7
Balance, end of period $ 326 $ 265
We had the following retained interests in securitization trusts in an unrealized loss position:
Estimated Fair Value Unrealized Losses (1)
Count of Assets
Assets with a loss shorter than 12 months Assets with a loss longer than 12 months Assets with a loss shorter than 12 months Assets with a loss longer than 12 months Assets with a loss shorter than 12 months Assets with a loss longer than 12 months
(in millions)
March 31, 2026 $ 40 $ 188 $ 2 $ 53 10 85
December 31, 2025 31 188 1 51 8 87
(1) Other than the assets for which there is a reserve as discussed in Note 5, loss positions are due to interest rates movements and are not indicative of credit deterioration. We have the intent and ability to hold these assets until a recovery of fair value.
In determining the fair value of our retained interests in securitization trusts, 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 March 31, 2026 and December 31, 2025. 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
Our financial statements may include non-recurring fair value measurements related to acquisitions and non-monetary transactions. Assets acquired in a business combination, if any, are recorded at their fair value. We may use third-party valuation firms to assist us with developing our estimates of fair value.
Concentration of Credit Risk
Our receivables and debt securities are backed by various projects, the U.S. federal government, and investment grade state and local governments and do not, in our view, represent a significant concentration of credit risk given the large number of diverse offtakers and other obligors of the projects. Additionally, certain of our investments are collateralized by projects concentrated in certain geographic regions throughout the United States. These investments typically have structural credit protections to mitigate our risk exposure and, in most cases, the projects are insured for estimated physical loss, which helps to mitigate the possible risk from these concentrations.
We had cash deposits that are subject to credit risk as shown below:
March 31, 2026 December 31, 2025
(in millions)
Cash deposits $ 124 $ 110
Restricted cash deposits (included in other assets) 27 35
Total cash deposits $ 151 $ 145
Amount of cash deposits in excess of amounts federally insured $ 149 $ 143
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4. Non-Controlling Interest
Units of limited partnership interests in the Operating Partnership (“OP units”) that are owned by limited partners other than us are included in non-controlling interest on our consolidated balance sheets. The non-controlling interest holders are generally allocated their pro rata share of income, other comprehensive income and equity transactions.
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. 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. 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. However, the second amended and restated agreement of limited partnership of the Operating Partnership (the “OP Agreement”) provides that “book gains,” or economic appreciation, in the Operating Partnership will be allocated first to the LTIP Units until the capital account per LTIP Units is equal to the capital account per-unit of the OP units. Under the terms of the OP Agreement, the Operating Partnership will revalue its assets upon the occurrence of certain specified events, and any increase in valuation from the time of grant until such event will be allocated first to the holders of LTIP Units to equalize the capital accounts of such holders with the capital accounts of OP unit holders. Once this has occurred, the LTIP Units will achieve full parity with the OP units for all purposes, including with respect to liquidating distributions and redemption rights. In addition to these attributes, there are vesting and settlement conditions similar to our other equity-based awards as discussed in Notes 2 and 11 to our financial statements in this Form 10-Q.
5. Securitization of Financial Assets
The following summarizes certain transactions with securitization trusts:
For the Three Months Ended March 31,
2026 2025
(in millions)
Gains on securitizations $ 23 $ 20
Cost of financial assets securitized 220 194
Proceeds from securitizations 243 214
Cash received from retained interests in securitization trusts and servicing fees 3 4
In connection with securitization transactions, we typically retain servicing responsibilities and residual interests in the securitization trusts. We generally receive annual servicing fees that are typically up to 0.25 % of the outstanding balance. We may periodically make servicer advances that are subject to credit risk. Assets related to our retained interests in securitization trusts are held on our balance sheet at fair value. Our retained interests are subordinate to investors’ interests, and their values are subject to credit, prepayment and interest rate risks on the transferred financial assets. Other than our retained interests in the trusts’ assets, the investors and the securitization trusts have no recourse to our other assets for failure of debtors to pay when due. In computing gains and losses on securitizations, we use discount rates which consist of base interest rates and spreads over these base rates. Spreads are based on a review of comparable recent transactions and we consider them to be Level 3 unobservable inputs. Depending on the nature of the transaction risks, the all-in discount rate ranged from 5.3 % 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.
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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.
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. Receivables from contracts for the installation of energy efficiency and other technologies are the source of cash flows of 40 % of our securitization residual assets. These technologies are typically installed in facilities owned by, or operated for or by, federal, state or local government entities where the ultimate obligor for the receivable is a governmental entity. The contracts may have guarantees of energy savings from third-party service providers, which typically are entities rated investment grade by an independent rating agency.
6. Our Portfolio
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. The receivables and debt securities are typically collateralized by contractually committed debt obligations of government entities or private high credit quality obligors and are often supported by additional forms of credit enhancement, including security interests and supplier guaranties. The real estate is typically land and related lease intangibles for long-term leases to wind and solar projects.
In developing and evaluating performance against our credit criteria, we consider a number of qualitative and quantitative criteria which may include a project’s operating results, loan-to-value ratio, any cash reserves, the ability of expected cash from operations to cover the cash flow requirements currently and into the future, key terms of the transaction, the ability of the borrower to refinance the transaction, the financial and operating capability of the borrower, its sponsors or the obligor as well as any guarantors and the project’s collateral value. In addition, we consider the overall economic environment, the 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 March 31, 2026, which is assessed quarterly:
Portfolio Performance
1 (1)
2 (2)
3 (3)
Total
Commercial Government Commercial Commercial
Receivable vintage (4)
(dollars in millions)
2026 $ — $ — $ — $ — $ —
2025 461 — 35 — 496
2024 18 — 84 — 102
2023 792 — 30 — 822
2022 1,034 — — — 1,034
2021 277 — — — 277
Prior to 2021
558 30 — — 588
Total receivables held-for-investment 3,140 30 149 — 3,319
Less: Allowance for loss on receivables
( 54 ) — ( 13 ) — ( 67 )
Net receivables held-for-investment
3,086 30 136 — 3,252
Receivables held-for-sale 33 3 — — 36
Debt securities and real estate
74 2 — — 76
Equity method investments (5)
4,228 — 26 — 4,254
Total
$ 7,421 $ 35 $ 162 $ — $ 7,618
Percent of Portfolio 98 % — % 2 % — % 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.
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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 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. Receivables or debt securities in this category are placed on non-accrual status.
(4) Receivable vintage refers to the period in which the relevant agreement is signed, and a given vintage may contain advances made in periods subsequent to the period in which the agreement was signed.
(5) Some of the individual projects included in portfolios that make up our equity method investments have government offtakers. As they are part of large portfolios, they are not classified separately.
The following is an analysis of the Performance Ratings of our Portfolio as of December 31, 2025, which is assessed quarterly:
Portfolio Performance
1 (1)
2 (2)
3 (3)
Total
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
Less: 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
74 2 — — 76
Equity method investments (5)
4,089 — 27 — 4,116
Total
$ 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.
(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. Receivables or debt securities in this category are placed on non-accrual status.
(4) Receivable vintage refers to the period in which the relevant agreement is signed, and a given vintage may contain advances made in periods subsequent to the period in which the agreement was signed.
(5) Some of the individual projects included in portfolios that make up our equity method investments have government offtakers. As they are part of large portfolios, they are not classified separately.
Receivables
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.
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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
(in millions)
Commercial (1)
3,289 253 67 3,311 388 62
Government (2)
$ 30 $ — $ — $ 31 $ — $ —
Total $ 3,319 $ 253 $ 67 $ 3,342 $ 388 $ 62
(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.
Risk characteristics of our commercial receivables include a project’s operating risks, which include the impact of the overall economic environment, the sectors in which we invest, the effect of local, industry, and broader economic factors, the impact of any variation in weather and trends in interest rates. We use assumptions related to these risks to estimate an allowance using a discounted cash flow analysis or the PD/LGD method as discussed in Note 2 to our financial statements in this Form 10-Q. 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 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 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. Our allowance for government receivables is primarily calculated by using PD/LGD methods as discussed in Note 2 to our financial statements in this Form 10-Q. Our expectation of credit losses for these receivables is immaterial given the high credit-quality of the obligors.
The following table reconciles our beginning and ending allowance for loss on receivables by Portfolio Segment:
Three months ended March 31, 2026 Three months ended March 31, 2025
Government Commercial Government Commercial
(in millions)
Beginning balance $ — $ 62 $ — $ 50
Provision for loss on receivables — 5 — 4
Ending balance $ — $ 67 $ — $ 54
We have no receivables on non-accrual status.
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
year 1-5 years 5-10 years More than 10
years
(dollars in millions)
Maturities by period (excluding allowance) $ 3,319 $ 104 $ 1,798 $ 474 $ 943
Weighted average yield by period 9.6 % 10.1 % 10.4 % 9.2 % 8.1 %
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Debt Securities
The following table provides a summary of the maturity dates of our debt securities and the weighted average yield for each range of maturities as of March 31, 2026:
Total Less than 1
year 1-5 years 5-10 years More than 10
years
(dollars in millions)
Maturities by period (excluding allowance) $ 73 $ — $ — $ 5 $ 68
Weighted average yield by period 9.5 % — % — % 3.1 % 10.0 %
We had no debt securities that were impaired or on non-accrual status as of 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 March 31, 2026, we held the following equity method investments:
Investee Carrying Value
(in millions)
CarbonCount Holdings 1 LLC $ 820
Jupiter Equity Holdings LLC 500
Daggett Renewable HoldCo LLC 387
Other equity method investments 2,547
Total equity method investments $ 4,254
Jupiter Equity Holdings LLC
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. The projects typically feature cash flows from fixed-price power purchase agreements and financial hedges contracted with highly creditworthy off-takers and counterparties.
Jupiter is governed by an amended and restated limited liability company agreement, dated July 1, 2020, by and among the members, one of our subsidiaries and a subsidiary of the project sponsor, which contains customary terms and conditions. We own 100 % of the Class A Units in Jupiter corresponding to 49 % of the distributions from Jupiter subject to the preferences discussed below. Most major decisions that may impact Jupiter, its subsidiaries or its assets, require the majority vote of a four person committee on which we and the project sponsor each have two representatives. Through Jupiter, we will be entitled to preferred distributions until certain return targets are achieved. Once these return targets are achieved, distributions will be allocated approximately 33 % to us and approximately 67 % to the sponsor. We and the sponsor each have a right of first offer if the other party desires to transfer any of its equity ownership to a third party. We use the equity method of accounting to account for our preferred equity interest in Jupiter, and have elected to recognize earnings from this investment one quarter in arrears to allow for the receipt of financial information.
Daggett Renewable HoldCo LLC
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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Daggett is governed by a limited liability company agreement between us and the sponsor serving as managing member and contain customary terms and conditions. Most major decisions that may impact Daggett, 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 can transfer any of its equity ownership in Daggett to a third party without approval of the review committee of Daggett. 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.
Related party transactions
CarbonCount Holdings 1 LLC
We, through our indirect subsidiary, HASI CarbonCount Holdings 1, LLC (“HASI CarbonCount”) and Hoops Midco, LLC (“KKR Hoops”), an investment vehicle managed by an affiliate of Kohlberg Kravis Roberts & Co. L.P. (“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 $ 1.5 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.
CCH1 is governed by a board of directors (the “CCH1 Board”) currently composed of four directors, two of whom are appointed by us and two of whom are appointed by KKR Hoops. Actions of the CCH1 Board generally require the affirmative vote of at least three out of four directors. Pursuant to the Services Agreement, the CCH1 Board has delegated to the Service Providers certain rights and powers to manage the day-to-day business and affairs of CCH1, while retaining control over the significant decision making of CCH1. We account for our investment in CCH1 as an equity method investment.
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 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.
CCH1 pays the Broker-Dealer, for provision of the services provided, an upfront fee on each funding of investments generally equal to 1 % of the total cash consideration funded by CCH1 to the applicable investment counterparty. CCH1 also pays the Asset Manager, for provision of the services provided by it, ongoing fees in respect of asset management and administering the management and operation of CCH1, payable when deducted from CCH1’s cash available for distribution. The fee payable to the Asset Manager is calculated on the basis of certain performance thresholds and will generally not be less than 0.5 % of invested capital per annum, subject to certain limited exceptions, nor more than 1.00 %.
To date, both we and KKR have each funded $ 792 million of our individual $ 1.5 billion commitment amount. 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.
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Three Months Ended March 31, 2026 Three Months Ended March 31, 2025
(in millions)
Up-front origination fees
$ 4 $ 4
Ongoing asset management fees
4 2
Total
$ 8 $ 6
Other Related Party Transactions
Of our receivables, approximately $ 550 million are loans made to entities in which we also have non-controlling equity investments of approximately $ 1.0 billion. Typically, these equity method investments are LLCs taxed as partnerships that we have entered into with various renewable energy project sponsors. We negotiate the commercial terms of these loans with the other partner, and the assets against which the project sponsors are borrowing are contributed into the LLCs. Our equity investments allow us to participate in the residual economics of those contributed assets alongside the other partner, and our rights under the project operating agreements do not allow us to make any significant unilateral decisions regarding the terms of the arrangement. These assets are bankruptcy remote from the project sponsor, and residential solar assets typically contain back-up servicer provisions to allow for continuity of operations in the event the project sponsor is unable to fulfill its duties in that capacity. We are not obligated to contribute capital to support these entities beyond agreements to make contributions to allow for the entities to purchase additional 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 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 March 31, 2026 Three Months Ended March 31, 2025
(in millions)
Interest income from related party loans $ 12 $ 19
Additional investments made in related party loans
19 46
Principal collected from related party loans 95 10
Interest collected from related party loans 14 17
7. Credit facility and commercial paper notes
Unsecured revolving credit facility
We have an unsecured revolving credit facility pursuant to a revolving credit agreement with a syndicate of lenders with a maximum outstanding borrowing amount of $ 1.825 billion. The facility matures in April 2028. 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. The current applicable margins are 1.625 % for SOFR-based loans and 0.625 % for prime rate-based loans, plus an additional 0.10 %, before applying any adjustments for achieved levels of carbon emissions avoidance. The unsecured revolving credit facility contains terms, conditions, covenants, and representations and warranties that are customary and typical for transactions of this nature, including various affirmative and negative covenants, and limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, stock repurchases, and dividends we can declare. The unsecured revolving credit facility also includes customary events of default and remedies. At our option, upon maturity of the unsecured revolving credit facility, we have the ability to convert amounts borrowed into term loans for a fee equal to 1.875 % of the term loan amounts.
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Credit-Enhanced Commercial Paper Note Program
We have a Green CarbonCount Commercial Paper Note Program (the “commercial paper program”) that allows us to issue commercial paper notes at any time, with such notes supported by an irrevocable direct-pay letter of credit from Bank of America, N.A. (“Credit-Enhanced Commercial Paper Notes”). The capacity of the program allows for up to $ 125 million outstanding at any time, and the program 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. 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. Following the five business-day grace period, any amount then-outstanding is converted into a loan from Bank of America. Credit-Enhanced Commercial Paper Notes are not redeemable or subject to voluntary prepayment and cannot exceed 397 days. An amount equal to the proceeds of our Credit-Enhanced Commercial Paper Notes are allocated to either the acquisition or refinance of, in whole or in part, eligible green projects, including assets that are neutral to negative on incremental carbon emissions. As of 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 %. For issuance of the letter of credit, we will pay 1.325 % on any drawn letter of credit amounts to Bank of America, N.A., and 0.35 % on any unused letter of credit capacity. Any loans converted from drawn letter of credit amounts bear interest at a rate of Term SOFR plus 1.875 %, plus an additional 0.10 %. Fees paid on the drawn letters of credit may be 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 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. The letter of credit also includes customary events of default and remedies.
Standalone Commercial Paper Program
We issue unsecured short-term promissory notes pursuant to a CarbonCount Green Commercial Paper Program which are guaranteed by certain of our subsidiaries (“Standalone Commercial Paper Notes”). Standalone Commercial Paper Notes are issued at a discount based on market pricing, subject to broker fees of 0.05 %. Standalone Commercial Paper Notes are not redeemable, are not subject to voluntary prepayment, and are not to exceed 397 days. Our board of directors has approved the issuance of up to $ 1 billion principal amount of Standalone Commercial Paper Notes at any given time. As a credit enhancement for our Standalone Commercial Paper Notes, we reserve capacity under our unsecured revolving credit facility for the principal amount of any outstanding Standalone Commercial Paper Notes. The proceeds from our Standalone Commercial Paper Notes are used to acquire or refinance, in whole or in part, eligible green projects, including assets that are neutral to negative on incremental carbon emissions.
As of March 31, 2026, we had no Standalone Commercial Paper Notes outstanding.
8. Long-term Debt
Senior 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 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.
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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 Senior Notes
600 (1)
June 15, 2026 3.375 % June 15 and December 15 N/A
2027 Senior Notes
— (2)
June 15, 2027 8.000 % June 15 and December 15 N/A
2030 Senior Notes
375 (3)
September 15, 2030 3.750 % February 15 and August 15
N/A
2031 Senior Notes
600 (4)
January 15, 2031 6.150 % January 15 and
July 15
December 15, 2030 (5)
2034 Senior Notes
1,000 (6)
July 1, 2034 6.375 % July 1 and
January 1
N/A
2035 Senior Notes
400 (7)
July 15, 2035 6.750 % January 15 and
July 15
April 15, 2035 (5)
2036 Senior Notes
400 (8)
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.
(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 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)
Principal $ 3,375 $ 3,425
Accrued interest 39 73
Unamortized premium (discount) ( 11 ) ( 9 )
Less: Unamortized financing costs ( 23 ) ( 23 )
Carrying value of Senior Notes
$ 3,380 $ 3,466
The following table presents interest expense related to the Senior Notes:
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Three months ended March 31,
2026 2025
(in millions)
Interest Expense
49 44
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
500
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
Less: 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,
2026 2025
(in millions)
Interest Expense
14 —
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.
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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)
(in millions) (in millions)
2025 Exchangeable Senior Notes $ — (2)
May 1,
2025 0.000 % N/A — $ — — $ —
2028 Exchangeable Senior Notes 403 August 15,
2028 3.750 % February 15 and August 15 37.0771 26.97 14.9 $ 0.395
(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 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. Upon exchange of the 2028 Exchangeable Senior Notes, exchange may be settled through cash, shares of our common stock or a combination of cash and shares of our common stock, at our election (as described in the indenture related to the 2028 Exchangeable Senior Notes). Additionally, upon the occurrence of certain fundamental changes involving us, holders of the 2028 Exchangeable Senior Notes may require us to redeem all or a portion of their notes for cash at a price of 100 % of the principal amount outstanding, plus accrued and unpaid interest. We may redeem the 2028 Exchangeable Senior Notes in whole or in part, at our option, on or after August 20, 2026 and prior to the 62 nd scheduled trading day immediately preceding the maturity date for such notes, if certain conditions are met including our common stock trading above 130 % of the exchange price for at least 20 trading days, as set forth in the indenture relating to the 2028 Exchangeable Senior Notes. Any shares of our common stock issuable upon exchange of the 2028 Exchangeable Senior Notes will have certain registration rights.
Upon any exchange of these Notes, holders will receive a number of shares of our common stock equal to the product of (i) the aggregate initial principal amount of the notes to be exchanged, divided by $1,000 and (ii) the applicable exchange rate, plus cash in lieu of fractional shares. We have allocated an amount equal to the net proceeds of this offering to the acquisition or refinancing of, in whole or in part, new and/or existing eligible green projects, which include assets that are neutral to negative on incremental carbon emissions.
The following table presents a summary of the components of our Convertible Notes:
March 31, 2026 December 31, 2025
(in millions)
Principal $ 403 $ 403
Accrued interest 1 5
Less: Unamortized financing costs ( 4 ) ( 5 )
Carrying value of Convertible Notes
$ 400 $ 403
The following table presents interest expense related to our Convertible Notes:
Three months ended March 31,
2026 2025
(in millions)
Interest Expense
$ 4 $ 6
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. The Capped Calls are separate transactions and are not part of the terms of the 2028 Exchangeable Senior Notes. The total premium for the Capped Calls was recorded as a reduction of additional paid-in capital. The Company used a portion of the proceeds from the 2028 Exchangeable Senior Notes to pay for the cost of the Capped Call premium. The material terms of the Capped Calls are as follows:
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(in millions except per share data)
Aggregate cost of capped calls $ 38
Initial strike price per share $ 27.14
Initial cap price per share $ 43.42
Shares of our common stock covered by the capped calls 14.8
Expiration date August 15, 2028
CarbonCount Term Loan Facility
We have entered into a CarbonCount Term Loan Facility (the “Unsecured Term Loan Facility”) with a syndicate of banks. Under the Unsecured Term Loan Facility, which matures in 2027, loans can be prepaid without penalty. Principal amounts under the Unsecured Term Loan Facility will bear interest at a rate of Term SOFR plus applicable margins based on our current credit rating, which may be adjusted up to 0.10 % to the extent our Portfolio achieves certain targeted levels of carbon emissions avoidance, as measured by our CarbonCount © metric. As of 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. Interest is due and payable monthly. Payments of 1.25 % of the outstanding principal balance are due quarterly. We intend to allocate an amount equal to the net proceeds of this offering to the acquisition or refinancing of, in whole or in part, new and/or existing eligible green projects, which include assets that are neutral to negative on incremental carbon emissions.
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)
April 1, 2026 to December 31, 2026 $ 8
2027 223
Total 231
Less: Unamortized Financing Costs ( 2 )
Carrying Value $ 229
The Unsecured Term Loan Facility contains terms, conditions, covenants, and representations and warranties that are customary and typical for a transaction of this nature, including various affirmative and negative covenants, and limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, stock repurchases and dividends we declare. The Unsecured Term Loan Facility also includes customary events of default and remedies.
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Secured Term Loan
We have a secured term loan (the “Secured Term Loan”) with a maturity date of January 2028, under which principal amounts bear interest at a rate of Daily Term SOFR plus a credit spread of 2.25 %, plus 0.10 %. We are required to hold interest rate swaps with notional values equal to 85 % of the outstanding principal amount of the loan. The Secured Term Loan is subject to mandatory principal amortization of 5 % per annum, with principal and interest payments due quarterly. The Secured Term Loan contains terms, conditions, covenants, and representations and warranties that are customary and typical for a transaction of this nature, including various affirmative and negative covenants, and limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds, stock repurchases and dividends we declare. The Secured Term Loan also includes customary events of default and remedies.
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)
April 1, 2026 to December 31, 2026 $ 10
2027 11
2028 134
Total 155
Less: Unamortized Financing Costs ( 2 )
Carrying Value $ 153
Delayed-draw term loan agreement
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. The facility has a commitment fee during the availability period, and bears interest at a rate of SOFR or alternative base rate plus applicable margins based on our current credit rating. The current applicable margins are 1.650 % for SOFR-based loans and 0.650 % for alternative base rate-based loans. The delayed-draw term loan facility contains terms, conditions, covenants, and representations and warranties that are customary and typical for transactions of this nature, including various affirmative and negative covenants, and limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, stock repurchases, and dividends we can declare. The delayed-draw term loan facility also includes customary events of default and remedies.
Non-recourse debt
We have outstanding the following asset-backed non-recourse debt and bank loans:
Outstanding Balance
as of Anticipated
Balance at
Maturity Carrying Value of Assets Pledged as of
March 31, 2026 December 31, 2025 Interest
Rate Maturity Date March 31, 2026 December 31, 2025 Description
of Assets Pledged
(dollars in millions)
HASI Harmony Issuer 88 93 6.78 % July 2043 — 268 274 Equity method investments
Other non-recourse
debt (1)
33 35 3.15 % - 7.23 %
2026 to 2042 — 35 37 Receivables
Unamortized financing costs ( 3 ) ( 3 )
Non-recourse debt (2)
$ 118 $ 125
(1) Other non-recourse debt consists of various debt agreements used to finance certain of our receivables. Scheduled debt service payment requirements are equal to or less than the cash flows received from the underlying receivables.
(2) The total collateral pledged against our non-recourse debt was $ 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.
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We have pledged the financed assets, and typically our interests in one or more parents or subsidiaries of the borrower that are legally separate bankruptcy remote special purpose entities as security for the non-recourse debt. There is no recourse for repayment of these obligations other than to the applicable borrower and any collateral pledged as security for the obligations. Generally, the assets and credit of these entities are not available to satisfy any of our other debts and obligations. The creditors can only look to the borrower, the cash flows of the pledged assets and any other collateral pledged, to satisfy the debt and we are not otherwise liable for nonpayment of such cash flows. The debt agreements contain terms, conditions, covenants and representations and warranties that are customary and typical for transactions of this nature, including limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds and stock repurchases. The agreements also include customary events of default, the occurrence of which may result in termination of the agreements, acceleration of amounts due and accrual of default interest. We typically act as servicer for the debt transactions. We were in compliance with all covenants as of 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 March 31, 2026, were as follows:
Future minimum maturities
(in millions)
April 1, 2026 to December 31, 2026 $ 6
2027 6
2028 6
2029 6
2030 8
2031 6
Thereafter 83
Total minimum maturities $ 121
Unamortized financing costs ( 3 )
Total non-recourse debt $ 118
The stated minimum maturities of non-recourse debt above include only the mandatory minimum principal payments. To the extent there are additional cash flows received from the pledged assets serving as collateral for certain of our non-recourse debt facilities, these additional cash flows may be required to be used to make additional principal payments against the respective debt. Any additional principal payments made due to these provisions may impact the anticipated balance at maturity of these financings. To the extent there are not sufficient cash flows received from those assets pledged as collateral, the investor has no recourse against other corporate assets to recover any shortfalls.
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Interest Rate Swaps
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 March 31, 2026:
Instrument type Hedged Rate Notional Value Fair Value as of Term of derivative and forecasted transactions
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 3.09 % 600 24 20 June 2026 to June 2033
Interest rate collar 1 month SOFR 3.70 % - 4.00 %
(1)
250 — — May 2023 to May 2026
Interest rate swaps Overnight SOFR 4.39 % to 4.42 %
(2)
156 ( 5 ) ( 6 ) September 2023 to June 2033
Interest rate swap Overnight SOFR 3.72 % (3)
375 — 8 June 2027 to June 2037
Interest rate swap
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) 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 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. The below table shows the changes in our AOCI balance related to our interest rate derivatives designated and qualifying as effective cash flow hedges:
(Amounts in millions)
Beginning Balance - December 31, 2024
$ 86
Changes in fair value ( 23 )
Amounts released into interest expense ( 4 )
Ending Balance - December 31, 2025
$ 59
Changes in fair value 2
Amounts released into interest expense ( 1 )
Ending Balance - March 31, 2026
$ 60
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.
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Three months ended March 31,
2026 2025
(in thousands)
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.
9. Commitments and Contingencies
Litigation
The nature of our operations exposes us to the risk of claims and litigation in the normal course of our business. We are not currently subject to any legal proceedings that are probable of having a material adverse effect on our financial position, results of operations or cash flows.
Guarantees and other commitments
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 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. 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 August 2026. 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.
10. Income Tax
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.
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11. Equity
Dividends and Distributions
Our board of directors declared the following dividends in 2025 and 2026:
Announced Date Record Date Pay Date Amount per
share
2/13/2025 4/4/2025 4/18/2025 $ 0.420
5/7/2025 7/2/2025 7/11/2025 $ 0.420
8/7/2025 10/3/2025 10/17/2025 $ 0.420
11/6/2025 12/29/2025 (1)
1/9/2026 $ 0.420
2/12/2026 4/2/2026 4/17/2026 $ 0.425
5/7/2026 7/2/2026 7/10/2026 $ 0.425
(1) This dividend is treated as a distribution in the year following the record date for tax purposes.
Equity Offerings
We have an effective universal shelf registration statement registering the potential offer and sale, from time to time and in one or more offerings, of any combination of our common stock, preferred stock, depositary shares, debt securities, warrants and rights (collectively referred to as the “securities”). We may offer the securities directly, through agents, or to or through underwriters by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale or at negotiated prices and may include “at the market” (“ATM”) offerings to or through a market maker or into an existing trading market on an exchange or otherwise. We have a dividend reinvestment and stock purchase plan, allowing stockholders and holders of OP Units (including LTIP Units) to purchase shares of our common stock by reinvesting cash dividends or distributions received. We completed the following public offerings (including ATM issuances) of our common stock during 2026 and 2025:
Date/Period Common Stock Offerings Shares Issued
Price Per Share Net Proceeds (1)
(amounts in millions, except per share amounts)
Q1 2025 ATM 1.629 29.07 (2)
47
Q2 2025 ATM 2.755 26.91 (2)
73
Q3 2025 ATM 2.435 27.94 (2)
67
Q4 2025 ATM 1.543 32.40 (2)
50
Q1 2026 ATM — — —
(1) Net proceeds from the offerings are shown after deducting underwriting discounts and commissions.
(2) Represents the average price per share at which investors in our ATM offerings purchased our shares.
Equity-based Compensation Awards
We have issued equity awards that vest from 2026 to 2029 subject to service, performance and market conditions. 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.
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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 $ 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:
Restricted Shares of Common Stock Weighted Average Grant Date Fair Value Value
(per share) (in millions)
Ending Balance — December 31, 2024 319,380 $ 28.50 $ 9.1
Granted 275,664 28.73 7.9
Vested ( 92,529 ) 29.82 ( 2.8 )
Forfeited ( 38,564 ) 28.00 ( 1.0 )
Ending Balance — December 31, 2025 463,951 $ 28.41 $ 13.2
Granted 236,233 36.63 8.7
Vested ( 77,441 ) 27.30 ( 2.2 )
Forfeited ( 3,446 ) 27.89 ( 0.1 )
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:
Restricted Stock Units (1)
Weighted Average Grant Date Fair Value Value
(per share) (in millions)
Ending Balance — December 31, 2024 78,742 $ 44.44 $ 3.5
Granted — — —
Incremental performance shares granted — — —
Vested ( 4,376 ) 41.64 ( 0.2 )
Forfeited ( 26,810 ) 54.04 ( 1.4 )
Ending Balance — December 31, 2025 47,556 $ 39.29 $ 1.9
Granted — — —
Incremental performance shares granted 11,365 39.29 0.4
Vested ( 58,921 ) 39.29 ( 2.3 )
Forfeited — — —
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. The incremental performance shares granted relate to the vesting of awards at the achieved performance level.
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A summary of the unvested LTIP Units that have time-based vesting conditions that have been issued is as follows:
LTIP Units (1)
Weighted Average Grant Date Fair Value Value
(per share) (in millions)
Ending Balance — December 31, 2024 560,971 $ 29.99 $ 16.9
Granted 391,234 28.13 11.0
Vested ( 281,048 ) 31.79 ( 8.9 )
Forfeited ( 10,800 ) 27.77 ( 0.3 )
Ending Balance — December 31, 2025 660,357 $ 28.16 $ 18.7
Granted 234,024 36.63 8.6
Vested ( 183,603 ) 28.67 ( 5.3 )
Forfeited — — —
Ending Balance — March 31, 2026 710,778 $ 30.81 $ 22.0
(1) See Note 4 for information on the vesting of LTIP Units.
A summary of the unvested LTIP Units that have market-based vesting conditions that have been issued is as follows:
LTIP Units (1)
Weighted Average Grant Date Fair Value Value
(per share) (in millions)
Ending Balance — December 31, 2024 535,608 $ 42.87 $ 23.0
Granted 119,735 45.66 5.5
Incremental performance shares granted — — —
Vested — — —
Forfeited ( 125,550 ) 54.77 ( 6.9 )
Ending Balance — December 31, 2025 529,793 $ 40.68 $ 21.6
Granted 103,141 58.10 6.0
Incremental performance shares granted 67,690 39.29 2.6
Vested ( 349,724 ) 39.29 ( 13.7 )
Forfeited — — —
Ending Balance — March 31, 2026 350,900 $ 46.93 $ 16.5
(1) See Note 4 for information on the vesting of LTIP Units. LTIP Units with market-based vesting conditions can vest between 0 % and 200 % subject to both the absolute performance of our common stock as well as relative performance compared to a group of peers. The incremental performance shares granted relate to the vesting of awards at the achieved performance level.
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A summary of the unvested LTIP Units that have performance-based vesting conditions that have been issued is as follows:
LTIP Units (1)
Weighted Average Grant Date Fair Value Value
(per share) (in millions)
Ending Balance — December 31, 2024 128,024 $ 25.96 $ 3.3
Granted 119,735 28.73 3.5
Incremental performance shares granted — — —
Vested — — —
Forfeited — — —
Ending Balance — December 31, 2025 247,759 $ 27.30 $ 6.8
Granted 103,140 36.63 3.7
Incremental performance shares granted — — —
Vested — — —
Forfeited — — —
Ending Balance — March 31, 2026 350,899 $ 30.04 $ 10.5
(1) See Note 4 for information on the vesting of LTIP Units. LTIP Units with performance-based vesting conditions can vest between 0 % and 200 % subject to the achievement of certain adjusted earnings per share. The incremental performance shares granted relate to the vesting of awards at the achieved performance level.
12. Earnings per Share of Common Stock
The net income or loss attributable to the non-controlling OP units have been excluded from the basic earnings per share and the diluted earnings per share calculations attributable to common stockholders. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are excluded from net income available to common stockholders in the computation of earnings per share pursuant to the two-class method. Certain share-based awards are included in the diluted share count to the extent they are dilutive as discussed in Note 2. To the extent our Convertible Notes are dilutive under the if-converted method, we add back the interest expense to the numerator and include the weighted average shares of potential common stock over the period issuable upon conversion or exchange of the note in the denominator in calculating dilutive EPS as described in Note 2.
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The computation of basic and diluted earnings per common share of our common stock is as follows:
Three Months Ended March 31,
2026 2025
Numerator: (in millions, except share and per share data)
Net income (loss) attributable to controlling stockholders and participating securities
$ ( 72.0 ) $ 56.6
Less: Dividends and distributions on participating securities
( 0.6 ) ( 0.5 )
Less: Undistributed earnings attributable to participating securities — —
Net income (loss) attributable to controlling stockholders — basic ( 72.6 ) 56.1
Add: Interest expense related to Convertible Notes under the if-converted method — 4.5
Add: Undistributed earnings attributable to participating securities — —
Net income (loss) attributable to controlling stockholders — dilutive $ ( 72.6 ) $ 60.6
Denominator:
Weighted-average number of common shares — basic 127,577,861 119,381,781
Weighted-average number of common shares — diluted 127,577,861 137,956,858
Basic earnings per common share $ ( 0.57 ) $ 0.47
Diluted earnings per common share $ ( 0.57 ) $ 0.44
Securities being allocated a portion of earnings:
Weighted-average number of OP units 1,882,735 1,447,380
As of March 31,
2026 2025
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 March 31,
2026 2025
Potentially dilutive securities as of period end that were not dilutive for the presented periods:
Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions
1,330,076 1,254,135
Restricted stock units — 57,446
LTIP Units with market-based vesting conditions 350,900 282,034
LTIP Units with performance-based vesting conditions
350,899 247,759
Potential shares of common stock related to Convertible Notes 14,923,533 —
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13. Equity Method Investments
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. The limited liability company agreements do not define a fixed percentage of our ownership of these entities, and our claims on the net assets of each investment changes over time as preferred investors achieve their pre-negotiated preferred returns. We describe our accounting for non-controlling equity investments in Note 2.
The following is a summary of the consolidated balance sheets and income statements of the entities in which we have a significant equity method investment. These amounts are presented on the underlying investees’ accounting basis. In certain instances, adjustment to these equity values may be necessary in order to reflect our basis in these investments, for reasons including but not limited to the investees reporting to us being on a cost basis rather than a fair value basis or due to our allocations under HLBV differing from our purchase price of the investment. As described in Note 2, any difference between the amount of our investment and the amount of our share of underlying equity is generally amortized over the life of the assets and liabilities to which the differences relate. Certain of our equity method investments have the unrealized mark-to-market losses on energy hedges at the project level that do not qualify for hedge accounting. These unrealized mark-to-market losses, which resulted from rising energy prices, are recorded in the revenue line of the projects’ statements of operations. As these swaps are settled, the projects will sell power at the higher market price, offsetting the loss recognized on the energy hedges. Certain of the projects in which we have equity method investments also have interest rate swaps which are designated as cash flow hedges, and we recognize the portion of the gain or loss allocated to us related to those instruments through other comprehensive income. As of 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
Other Investments (1)
Total
(in millions)
Balance Sheet
As of December 31, 2025
Current assets $ 262 $ 918 $ 1,180
Total assets 4,185 20,346 24,531
Current liabilities 56 891 947
Total liabilities 1,336 9,549 10,885
Members’ equity
2,849 10,797 13,646
As of December 31, 2024
Current assets 113 926 1,039
Total assets 1,367 20,289 21,656
Current liabilities 5 1,535 1,540
Total liabilities 393 8,971 9,364
Members’ equity
974 11,318 12,292
Income Statement
For the year ended December 31, 2025
Revenue 89 1,380 1,469
Income (loss) from continuing operations ( 59 ) ( 393 ) ( 452 )
Net income (loss) ( 59 ) ( 393 ) ( 452 )
For the year ended December 31, 2024
Revenue 15 1,186 1,201
Income (loss) from continuing operations 1 ( 326 ) ( 325 )
Net income (loss) 1 ( 326 ) ( 325 )
(1) Represents aggregated financial statement information for investments not separately presented.
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