What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 306 added, 178 removed, 1070 unchanged (31% of the section changed)

3 unchanged sentences

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

March 31, 2026 (unaudited) December 31, 2025

June 30, 2026 (unaudited) December 31, 2025

Cash and cash equivalents $ 249,921 $ 110,218

Equity method investments 4,782,318 4,115,909

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

Receivables, net of allowance of $ 56 million and $ 62 million, respectively ($ 1.0 billion and $ 629 million from equity method investees, respectively)

3,145,473 3,280,046

Receivables held-for-sale

Receivables held-for-sale (includes $ 51 million under fair value option as of June 30, 2026)

72,804 113,938

30 unchanged sentences

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

For the Three Months Ended March 31,

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

For the Three Months Ended June 30, For the Six Months Ended June 30,

2026 2025 2026 2025

Interest and rental income ($ 23 million and $ 35 million for the three and six months ended June 30, 2026 and $ 18 million and $ 37 million for the three and six months ended June 30, 2025 from equity method investees, respectively)

$ 84,470 $ 67,441 $ 167,159 $ 133,918

Gain on sale of assets 15,831 7,829 38,583 26,497

Management fees and retained interest income

12,850 8,988 22,581 15,987

Origination fee and other income

7,639 1,427 16,693 6,224

Total revenue 120,790 85,685 245,016 182,626

1 unchanged sentence

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

( 11,006 ) 1,038 ( 6,465 ) 4,850

Compensation and benefits 26,513 18,131 62,018 43,110

18 unchanged sentences

(DOLLARS IN THOUSANDS)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income (loss) $ 131,783 $ 99,795 $ 58,041 $ 157,980

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

Unrealized gain (loss) on available-for-sale securities and retained interests in securitization trusts, net of tax benefit (provision) of $ 0.7 million and $ 4.0 million for the three and six months ended June 30, 2026 and $( 0.6 ) million and $( 2.5 ) million for the three and six months ended June 30, 2025

( 2,031 ) 1,877 ( 12,147 ) 7,307

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

Unrealized gain (loss) on interest rate swaps, net of tax benefit (provision) of $( 7.4 ) million and $( 8.0 ) million for the three and six months ended June 30, 2026 and $ 3.1 million and $ 5.8 million for the three and six months ended June 30, 2025

22,690 ( 8,945 ) 24,557 ( 16,840 )

9 unchanged sentences

Shares Amount

Balance at December 31, 2025

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

Balance at March 31, 2026 127,801 $ 1,278 $ 2,852,786 $ ( 449,905 ) $ 38,727 $ 91,928 $ 2,534,814

Net income (loss) — — — 128,625 — 3,158 131,783

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

— — — — ( 10,093 ) ( 23 ) ( 10,116 )

Unrealized gain (loss) on available-for-sale debt securities and retained interests in securitization trusts — — — — ( 1,790 ) ( 241 ) ( 2,031 )

Unrealized gain (loss) on interest rate swaps — — — — 22,279 411 22,690

3 unchanged sentences

Dividends and distributions — — — ( 54,614 ) — ( 1,244 ) ( 55,858 )

Balance at June 30, 2026

127,945 $ 1,279 $ 2,857,351 $ ( 375,894 ) $ 59,216 $ 108,098 $ 2,650,050

Balance at March 31, 2025 120,709 $ 1,207 $ 2,646,415 $ ( 291,895 ) $ 37,675 $ 77,342 $ 2,470,744

Net income (loss) — — — 98,445 — 1,350 99,795

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

— — — — 1,834 43 1,877

Balance at December 31, 2024

Unrealized gain (loss) on interest rate swaps — — — — ( 8,771 ) ( 174 ) ( 8,945 )

Issued shares of common stock 2,755 27 73,234 — — — 73,261

Equity-based compensation — — 1,086 — — 4,510 5,596

Other 114 2 2,901 — — ( 3,630 ) ( 727 )

Dividends and distributions — — — ( 51,942 ) — ( 1,024 ) ( 52,966 )

Balance at June 30, 2025

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

See accompanying notes.

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

Shares Amount

Balance at December 31, 2025 127,644 $ 1,276 $ 2,849,597 $ ( 323,071 ) $ 47,076 $ 82,991 $ 2,657,869

Net income (loss)

— — — 56,659 — 1,382 58,041

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

3 unchanged sentences

Equity-based compensation — — 3,420 — — 17,680 21,100

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

Other — — 3,097 — — — 3,097

225 2 1,883 — — 10,001 11,886

Dividends and distributions — — — ( 109,482 ) — ( 4,226 ) ( 113,708 )

Balance at March 31, 2025

Balance at June 30, 2026 127,945 $ 1,279 $ 2,857,351 $ ( 375,894 ) $ 59,216 $ 108,098 $ 2,650,050

Balance at December 31, 2024 118,960 $ 1,190 $ 2,592,964 $ ( 297,499 ) $ 40,101 $ 68,319 $ 2,405,075

Net income (loss)

— — — 155,057 — 2,923 157,980

Unrealized gain (loss) on available-for-sale debt securities and retained interests in securitization trusts — — — — 7,176 131 7,307

Unrealized gain (loss) on interest rate swaps — — — — ( 16,539 ) ( 301 ) ( 16,840 )

Issued shares of common stock 4,485 44 122,684 — — — 122,728

Equity-based compensation — — 2,383 — — 13,037 15,420

Other 133 2 5,605 — — ( 3,630 ) 1,977

Dividends and distributions — — — ( 102,950 ) — ( 2,062 ) ( 105,012 )

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

See accompanying notes.

2 unchanged sentences

(DOLLARS IN THOUSANDS)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

2 unchanged sentences

Provision for loss on receivables and retained interests in securitization trusts

( 6,465 ) 4,850

Depreciation and amortization 374 418

1 unchanged sentence

Equity-based expenses

23,736 18,272

Equity method investments 14,774 ( 171,121 )

19 unchanged sentences

Purchases of debt securities and retained interests in securitization trusts

( 7,457 ) ( 6,545 )

Collateral provided to hedge counterparties

5 unchanged sentences

Principal payments on credit facilities ( 702,000 ) ( 395,000 )

Proceeds from issuance of term loan 250,000 —

Principal payments on term loan ( 161,800 ) ( 11,124 )

4 unchanged sentences

Proceeds from issuance of senior notes

1,395,260 996,174

Principal payments on convertible notes — ( 200,000 )

Redemption of senior notes

4 unchanged sentences

Redemption premium and fees paid

( 17,942 ) ( 6,645 )

Payment of financing costs ( 18,463 ) ( 7,195 )

2 unchanged sentences

Collateral received from hedge counterparties

31,000 71,890

Other ( 3,322 ) ( 6,402 )

8 unchanged sentences

Removal of deferred financing obligation upon securitization

50,882 29,051

Property, plant, and equipment received upon consolidation of a VIE 164,986 —

Contract liability assumed upon consolidation of a VIE 25,000 —

Receivables eliminated upon consolidation of a VIE 126,242 —

Non-controlling interest added upon consolidation of a VIE 14,100 —

See accompanying notes.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

HA Sustainable Infrastructure Capital, Inc.

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

Our results of operations for the three-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.

Our results of operations for the three- and six-month periods ended June 30, 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.

58 unchanged sentences

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 determine our allowance based on the current expectation of credit losses (“CECL”) 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.

136 unchanged sentences

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.

Accounting standards updates issued before August 7, 2026, and effective after June 30, 2026, are not expected to have a material effect on our consolidated financial statements and related disclosures.

Fair Value Measurements

4 unchanged sentences

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

As of 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.

As of June 30, 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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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

As of June 30, 2026

Fair Value Carrying

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Derivative liabilities — — 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.

(1) Included in our receivables held-for-sale balance as of June 30, 2026 are $ 51 million of receivables for which we have elected the fair value option.

The amortized cost of our receivables held-for-sale was $ 62 million.

(2) The amortized cost of our debt securities as of June 30, 2026, was $ 55 million.

(3) The amortized cost of our retained interests in securitization trusts net of allowance for credit losses as of June 30, 2026 was $ 383 million.

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

(5) In the quarter ended June 30, 2026, we determined that the markets for these instruments have become active enough for them to be valued using Level 1 inputs.

As of December 31, 2025

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

Receivables held-for-sale carried at fair value

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

For the three months ended June 30, For the six months ended June 30,

2026 2025 2026 2025

(in millions)

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

Investments in receivables held-for-sale

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

Balance, end of period $ 51 $ — $ 51 $ —

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

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

We valued these assets using a discounted cash flow valuation technique using a weighted average discount rate of 6.6 % as of June 30, 2026.

The assets have an aggregate unpaid principal amount of $ 41 million, and no assets are past due.

Debt Securities

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

For the three months ended March 31,

For the three months ended June 30, For the six months ended June 30,

2026 2025 2026 2025

(in millions)

Balance, beginning of period $ 73 $ 7 $ 73 $ 7

Purchases of debt securities

Equity method investee losses applied (1)

Unrealized gains (losses) on debt securities recorded in OCI

( 2 ) 6 ( 14 ) 6

Balance, end of period $ 72 $ 18 $ 72 $ 18

(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.

In the three months ended June 30, 2026, we were allocated income from these investments from which we had previously applied losses to related debt securities, so previously applied losses were reversed.

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

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(in millions)

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

June 30, 2026 $ 60 $ 7 $ 1.2 $ 1.0 1 5

December 31, 2025 62 7 0.3 0.9 1 5

1 unchanged sentence

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.

The weighted average discount rates used to determine the fair value of our debt securities as of June 30, 2026 and December 31, 2025 were 9.8 % and 9.7 %, respectively.

Retained interests in securitization trusts

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

For the three months ended March 31,

For the three months ended June 30, For the six months ended June 30,

2026 2025 2026 2025

(in millions)

3 unchanged sentences

Collections from retained interests in securitization trusts

( 4 ) ( 6 ) ( 6 ) ( 9 )

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

( 1 ) ( 3 ) ( 2 ) 4

Balance, end of period $ 332 $ 272 $ 332 $ 272

4 unchanged sentences

(in millions)

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

June 30, 2026 $ 32 $ 201 $ 1 $ 54 10 88

December 31, 2025 31 188 1 51 8 87

1 unchanged sentence

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.

The weighted average discount rates used to determine the fair value of our retained interests in securitization trusts as of June 30, 2026 and December 31, 2025 were 7.2 % 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.

Consolidation of a VIE

In the quarter ended June 30, 2026, we exercised certain of our protective rights under a loan agreement to a project company.

This action resulted in our ability to direct the significant activities related to the projects.

Accordingly, we have consolidated the project company to which the loan was made.

We used the discounted cash flow method to determine the carrying value of the assets consolidated and the non-controlling interests which represent the sponsor’s ongoing equity interest.

The valuations were prepared with Level 3 inputs, which include discount rates and expected future cash flows.

We used a discount rate of approximately 15 % to value the $ 165 million of in-construction property, plant, and equipment which is now included in other assets on our balance sheet.

We used a discount rate of approximately 18 % to value the $ 14 million of non-controlling interests.

No gain or loss was recognized upon consolidation.

Impairment of equity method investments

In the quarter ended June 30, 2026, we identified two equity method investments as being other than temporarily impaired, and we recorded an impairment loss of $ 70 million which is included in Income from equity method investments within our statements of operations.

To determine the amount of the impairment, we valued the investments using the discounted cash flow method.

The valuations were prepared with Level 3 inputs, which include a discount rate of 10 % and expected future cash flows.

Concentration of Credit Risk

4 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in millions)

7 unchanged sentences

The outstanding OP units not held by us represent approximately 2 % 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.

Non-controlling interest holders redeemed 100,590 OP units during the six months ended June 30, 2026, and redeemed 81,498 OP units during the six months ended June 30, 2025.

In the quarter ended June 30, 2026, we exercised our protective rights under a loan agreement to a project company.

Our protective rights gave us the ability to direct the significant activities of the project company to which the loan was made, which caused us to consolidate the project company.

The project developer remains an investor in the project as a non-controlling interest, and accordingly our non-controlling interest balance increased by $ 14 million as a result of the project consolidation.

The non-controlling interest balance was recorded at fair value, and pro-rata allocations of income to the non-controlling investors will be made in subsequent periods.

The non-controlling investors have no rights to other of our assets or income beyond those of the consolidated project company.

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

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The following summarizes certain transactions with securitization trusts:

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

3 unchanged sentences

Cash received from retained interests in securitization trusts and servicing fees 6 7 9 11

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

In 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.

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

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

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

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

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

Depending on the nature of the transaction risks, the all-in discount rate ranged from 5.3 % to 8.6 % for the six months ended June 30, 2026.

As of June 30, 2026 and December 31, 2025, the balance of securitized assets held in unconsolidated securitization trusts was $ 7.4 billion and $ 7.2 billion, respectively.

As of June 30, 2026 and December 31, 2025, the securitization trusts held $ 6.8 billion and $ 6.6 billion, respectively, of notes due to investors.

As of June 30, 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.

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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.

As of June 30, 2026, our Portfolio included approximately $ 8.2 billion of equity method investments, receivables, real estate, debt securities, and certain other assets on our balance sheet.

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

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

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

The following is an analysis of the Performance Ratings of our Portfolio as of June 30, 2026, which is assessed quarterly:

Portfolio Performance

18 unchanged sentences

Equity method investments (5)

Other Portfolio assets (7)

— — 126 — 126

3 unchanged sentences

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

In 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.

In the second quarter of 2026, we exercised protective rights under a loan agreement related to two loans previously in Category 2 which caused us to consolidate the project company to which the loans were made.

Accordingly, the loans are now eliminated in consolidation and are no longer included as receivables in the table above.

The consolidated projects are now included in “Other Portfolio assets” within the Portfolio Performance table.

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

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

(6) Included in this amount are two investments for which we recognized a GAAP impairment loss of $ 70 million to reflect changes in assumptions including the current market discount rate, as discussed below.

The projects continue to operate, and we expect to receive distributions from the projects in excess of our invested capital.

(7) As discussed above, we exercised our protective rights under a loan agreement related to two loans which caused us to consolidate the project company to which the loans were made.

Our receivables balance eliminated in consolidation is $ 126 million.

Included on our consolidated balance sheet as of June 30, 2026 is $ 165 million of in-construction fixed assets, a $ 25 million liability to be paid upon project completion, and a $ 14 million non-controlling interest.

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

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

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

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

Below is a summary of the carrying value of our receivables held-for-investment, loan funding commitments, and allowance by type of receivable or “Portfolio Segment”, as defined by ASC 326, as of March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025

As of June 30, 2026, our allowance for losses on receivables was $ 56 million based on our expectation of credit losses over the lives of the receivables in our portfolio.

During the three months ended June 30, 2026, we decreased our reserve by approximately $ 11 million, driven primarily by the release of a reserve associated with loans which we now eliminate in

consolidation, given we now consolidate the project company as discussed above.

Other than this reserve release, no gain or loss was recognized upon consolidation.

June 30, 2026 December 31, 2025

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

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Total $ 3,201 $ 274 $ 56 $ 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.

(1) As of June 30, 2026, this category of assets includes $ 1.6 billion of mezzanine loans made on a non-recourse basis to bankruptcy-remote special purpose subsidiaries of residential solar companies which hold residential solar assets where we rely on certain limited indemnities, warranties, and other obligations of the residential solar companies or their other subsidiaries.

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

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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 $ 50 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.

(2) As of June 30, 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.

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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

Three months ended June 30, 2026 Three months ended June 30, 2025

Government Commercial Government Commercial

3 unchanged sentences

Ending balance $ — $ 56 $ — $ 55

Six months ended June 30, 2026 Six months ended June 30, 2025

Government Commercial Government Commercial

(in millions)

Beginning balance $ — $ 62 $ — $ 50

Provision for loss on receivables — ( 6 ) — 5

Ending balance $ — $ 56 $ — $ 55

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:

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 June 30, 2026:

Total Less than 1

4 unchanged sentences

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:

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 June 30, 2026:

Total Less than 1

3 unchanged sentences

Weighted average yield by period 9.5 % — % — % 3.5 % 9.9 %

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.

We had no debt securities that were impaired or on non-accrual status as of June 30, 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:

In the quarter ended June 30, 2026, we identified three equity method investments where sponsor remediation plans for project underperformance were deemed to be less effective than anticipated.

We conducted further analysis and determined that two of those investments were other-than-temporarily impaired, and recorded a $ 70 million impairment loss, which is included in Income from equity method investments in our statements of operations.

See Note 3 to our financial statements in this Form 10-Q for additional detail on the non-recurring fair value measurement.

The projects continue to operate, and we expect to receive distributions from the projects in excess of our invested capital.

As of June 30, 2026, we held the following equity method investments:

Investee Carrying Value

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Jupiter Equity Holdings LLC 499

Daggett Renewable HoldCo LLC 387

Palmetto HASI Holdings LLC 421

Other equity method investments 2,892

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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.

Through June 30, 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 $ 74 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.

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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.

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.

Palmetto HASI Holdings LLC

We have an equity investment in Palmetto HASI Holdings LLC (“Palmetto”) which owns residential solar projects developed and managed by the project sponsor.

We have made investments in the sponsor equity interests of Palmetto of

approximately $ 194 million through June 30, 2026.

The Palmetto projects feature contracted cash flows with a diversified group of high credit quality residential off-takers.

Palmetto 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 Palmetto, its subsidiaries or its assets, require consent of both us and of the sponsor member.

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

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

Related party transactions

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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.

To date, both we and KKR have each funded $ 0.9 billion of our individual $ 1.5 billion commitment amount.

As of June 30, 2026, CCH1 contains $ 2.9 billion book value in Portfolio assets, of which 71 % are equity method investments and of which 29 % are receivables and debt securities.

CCH1 has a principal amount of outstanding debt of $ 1.0 billion as of June 30, 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.

We were reimbursed this amount by KKR in January 2026, and it is included 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.

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

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

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

(in millions)

Up-front origination fees

$ 6 $ 1 $ 10 $ 5

Ongoing asset management fees

$ 11 $ 3 $ 19 $ 9

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.

Of our receivables, approximately $ 1.0 billion are loans made to entities in which we also have non-controlling equity investments of approximately $ 1.3 billion.

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

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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

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

(in millions)

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Unsecured Revolving Credit Facility

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

We had an unsecured revolving credit facility pursuant to a revolving credit agreement with a syndicate of lenders (the “Prior Unsecured Revolving Credit Facility”) with a maximum outstanding borrowing amount of $ 1.825 billion as of June 30, 2026.

The facility had a maturity date of April 2028.

As of June 30, 2026, there were no borrowings outstanding.

As of June 30, 2026, we had accrued availability fees of $ 1 million outstanding under the facility and approximately $ 6 million of remaining unamortized financing costs associated with the Prior Unsecured Revolving Credit Facility that had been capitalized and included in other assets on our balance sheet and were being amortized on a straight-line basis over the term of the Prior Unsecured Revolving Credit Facility.

The Prior Unsecured Revolving Credit Facility had a commitment fee based on our current credit rating and bore interest at a rate of SOFR or prime rate plus applicable margins based on our credit rating, which could also be adjusted up to 0.10 % to the extent our Portfolio achieved certain targeted levels of carbon emissions avoidance, as measured by our CarbonCount © metric.

The applicable margins were 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 Prior Unsecured Revolving Credit Facility contained 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 could declare.

The Prior Unsecured Revolving Credit Facility also included customary events of default and remedies.

At our option, upon maturity of the Prior Unsecured Revolving Credit Facility, we had the ability to convert amounts borrowed into term loans for a fee equal to 1.875 % of the term loan amounts.

In July of 2026, we entered into a $2.250 billion unsecured revolving credit facility pursuant to a revolving credit agreement with a syndicate of lenders (the “Unsecured Credit Facility”), replacing the Prior Unsecured Credit Facility.

In connection with entering into the Unsecured Credit Facility, we terminated the Prior Unsecured Credit Facility.

The applicable margin of the Unsecured Credit Facility is 1.625 % for SOFR-based loans and 0.625 % for prime rate-based loans, before applying any adjustments for achieved levels of carbon emissions avoidance.

The Unsecured Credit Facility matures in July 2031 and 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 the Company declares.

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

The replacement of the Prior Unsecured Revolving Credit Facility with the Unsecured Credit Facility is treated as a modification under ASC 470.

Credit-Enhanced Commercial Paper Note Program

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

As of March 31, 2026, we have no Credit-Enhanced Commercial Paper Notes outstanding under the facility.

As of June 30, 2026, we have no Credit-Enhanced Commercial Paper Notes outstanding under the facility.

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

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

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

As of June 30, 2026, we have no remaining unamortized financing costs associated with the program and associated letter of credit.

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

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

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

As of June 30, 2026, we had no Standalone Commercial Paper Notes outstanding.

Long-term Debt

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.

We are in compliance with all covenants as of June 30, 2026 and December 31, 2025.

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

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

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

The following are summarized terms of the Senior Notes as of June 30, 2026:

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

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2033 Senior Notes 1,000 (6)

July 15, 2033 5.950 % January 15 and

May 15, 2033 (5)

2034 Senior Notes

July 1, 2034 6.375 % July 1 and

April 1, 2034 (5)

2035 Senior Notes

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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.

(1) In the second quarter of 2026 we used existing liquidity to redeem the 2026 Senior Notes at maturity.

(2) In the first quarter of 2026 we used a portion of the 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.

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 through 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 %.

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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) In 2026, we issued the $ 1 billion aggregate principal amount of the 2033 Senior Notes for total proceeds of $ 996 million ($ 990 million net of issuance costs) at an effective rate of 6.02 %.

(7) We issued $ 700 million principal amount of 2034 Senior Notes, which bear interest at a rate of 6.375 %.

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in millions)

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

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

(in millions)

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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:

The following are summarized terms of the Junior Subordinated Notes as of June 30, 2026:

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

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in millions)

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

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

(in millions)

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

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

The following are summarized terms of the Convertible Notes as of June 30, 2026:

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

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

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

(2) In 2025, we used $ 220 million in proceeds from our Prior Unsecured Revolving Credit Facility to repay the 2025 Exchangeable Senior Notes inclusive of accrued interest which was paid at maturity in the form of an accreted premium.

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

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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.

Upon any exchange of these 2028 Exchangeable Senior 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

June 30, 2026 December 31, 2025

(in millions)

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

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

(in millions)

Interest Expense

$ 4 $ 5 $ 8 $ 11

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

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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:

We had a CarbonCount Term Loan Facility (the “Prior Unsecured Term Loan Facility”) with a syndicate of banks.

Under the Prior Unsecured Term Loan Facility, which had a maturity date in 2027, loans could be prepaid without penalty.

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

As of June 30, 2026, the applicable margin was 1.875 % plus 0.10 %.

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

Interest was due and payable monthly and payments of 1.25 % of the outstanding principal balance were due quarterly.

As of June 30, 2026, the outstanding principal and accrued interest balance was $ 228 million, and the interest rate was 5.57 %.

Amounts which were due under the Prior Unsecured Term Loan Facility as of June 30, 2026 were as follows:

Future maturities

(in millions)

April 1, 2026 to December 31, 2026 $ 8

July 1, 2026 to December 31, 2026 $ 6

Unamortized Financing Costs ( 2 )

Carrying Value $ 226

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 Prior Unsecured Term Loan Facility contained 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 could declare.

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

In July 2026, we entered into a $ 400 million CarbonCount Term Loan Facility (the “Unsecured Term Loan Facility”) with a syndicate of banks, replacing the Prior Unsecured Term Loan Facility.

In connection with entering into the Unsecured Term Loan Facility, we terminated the Prior Unsecured Term Loan Facility.

The Unsecured Term Loan Facility has an applicable margin of 1.50 % prior to any adjustment for achieved levels of carbon avoidance, and a maturity date of July 2029.

Payments of 0.625 % of the original term loan balance will be due quarterly beginning October 1, 2027.

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

The replacement of the Prior Unsecured Term Loan Facility with the Unsecured Term Loan Facility is treated as a modification under ASC 470.

We intend to allocate an amount equal to this loan 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.

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

Unamortized Financing Costs ( 2 )

Carrying Value $ 153

We had 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 %.

During the quarter ended June 30, 2026, we prepaid the outstanding principal and accrued interest balance of $ 155 million using proceeds from the 2033 Senior Notes.

We expensed $ 1 million in capitalized debt issuance costs related to this prepayment.

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

The Secured Term Loan was subject to mandatory principal amortization of 5 % per annum, with principal and interest payments due quarterly.

The Secured Term Loan contained 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 included customary events of default and remedies.

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.

We had an agreement that provided 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, were to mature on June 15, 2028.

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

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

The delayed-draw term loan facility contained 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 could declare.

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

As of June 30, 2026, the outstanding principal and accrued interest balance was $ 250 million and the interest rate was 5.30 %.

We repaid the delayed-draw term loan in July 2026.

Non-recourse debt

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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

June 30, 2026 December 31, 2025 Interest

Rate Maturity Date June 30, 2026 December 31, 2025 Description

of Assets Pledged

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

(2) The total collateral pledged against our non-recourse debt was $ 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.

(2) The total collateral pledged against our non-recourse debt was $ 302 million and $ 311 million as of June 30, 2026 and December 31, 2025, respectively.

These amounts include $ 31 million and $ 35 million of restricted cash pledged for debt service payments as of June 30, 2026 and December 31, 2025, respectively.

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

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We typically act as servicer for the debt transactions.

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

We were in compliance with all covenants as of June 30, 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:

The stated minimum maturities of non-recourse debt as of June 30, 2026, were as follows:

Future minimum maturities

(in millions)

April 1, 2026 to December 31, 2026 $ 6

July 1, 2026 to December 31, 2026 $ 6

Thereafter 84

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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.

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 Prior Unsecured Term Loan Facility, Prior 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:

We have entered into the following derivative transactions that are designated as cash flow hedges as of June 30, 2026:

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

Index March 31, 2026 December 31, 2025

Index June 30, 2026 December 31, 2025

$ in millions

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

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

Interest rate swap Overnight SOFR 3.09 % 600 (1)

— 20 June 2026 to June 2033

Interest rate collar 1 month SOFR 3.70 % - 4.00 %

7 unchanged sentences

100 2 — 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 %.

Interest rate swap Overnight SOFR 3.51 % - 4.10 %

105 — — March 2027 to March 2034

(1) In the second quarter of 2026, we financially settled this swap for cash proceeds of approximately $ 33 million.

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

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

(3) 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.

(4) In the second quarter of 2026, we financially settled this swap for cash disbursements of approximately $ 3 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.

(5) In the first quarter of 2026, we financially 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.

As of June 30, 2026, all of our derivatives were designated as hedging instruments which were deemed to be effective.

As of June 30, 2026, we have posted $ 2 million of collateral, 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:

6 unchanged sentences

Amounts released into interest expense ( 1 )

Ending Balance - March 31, 2026

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

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

Three months ended March 31,

Ending Balance - June 30, 2026

We expect a net benefit of approximately $ 8 million to be released out of AOCI into interest expense over the 12 months following June 30, 2026.

The below table shows the benefit (expense) included in interest expense as a result of our hedging activities for the three and six months ended June 30, 2026 and 2025, respectively.

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

(in thousands)

6 unchanged sentences

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 of June 30, 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.

1 unchanged sentence

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.

As of June 30, 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 June 30, 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.

As of June 30, 2026, our maximum obligation under this guarantee is approximately $ 104 million.

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

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

We recorded an income tax benefit (expense) of approximately $ 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.

We recorded an income tax benefit (expense) of approximately $( 57 ) million and $( 26 ) million for the three and six months ended June 30, 2026, compared to a $( 38 ) million and $( 62 ) million income tax benefit (expense) in the three and six months ended June 30, 2025.

For the three and six months ended June 30, 2026 and 2025, our income tax benefit (expense) was determined using the statutory federal tax rate of 21%, and combined state tax rates, net of federal benefit, of approximately 4 % for 2026 and 5 % for 2025.

Dividends and Distributions

8 unchanged sentences

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

8/6/2026 10/2/2026 10/16/2026 $ 0.425

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

12 unchanged sentences

Q1 2026 ATM — — —

Q2 2026 ATM — — —

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

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We have issued equity awards that vest from 2026 to 2030 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.

During the six months ended June 30, 2026, our board of directors awarded employees and directors 753,888 shares of restricted stock, restricted stock units and LTIP Units that vest from 2027 to 2030.

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

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.

For the three and six months ended June 30, 2026 we recorded $ 6 million and $ 21 million of stock based compensation, respectively, compared to $ 6 million and $ 15 million during the three and six months ended June 30, 2025, respectively.

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.

The total unrecognized compensation expense related to awards of shares of restricted stock and restricted stock units was approximately $ 25 million as of June 30, 2026.

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

10 unchanged sentences

Forfeited ( 8,871 ) 30.70 ( 0.3 )

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

Ending Balance — June 30, 2026 560,513 $ 32.38 $ 18.2

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

12 unchanged sentences

Forfeited — — —

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

Ending Balance — June 30, 2026 — $ — $ —

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

12 unchanged sentences

Forfeited ( 33,500 ) 36.63 ( 1.2 )

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

Ending Balance — June 30, 2026 511,485 $ 32.77 $ 16.8

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

12 unchanged sentences

Forfeited ( 16,750 ) 58.10 ( 1.0 )

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

Ending Balance — June 30, 2026 316,450 $ 46.59 $ 14.7

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

12 unchanged sentences

Incremental performance shares granted — — —

Vested ( 17,700 ) 27.37 ( 0.5 )

Forfeited ( 16,750 ) 36.63 ( 0.6 )

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

Ending Balance — June 30, 2026 316,449 $ 29.84 $ 9.5

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

7 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions, except share and per share data)

14 unchanged sentences

Weighted-average number of OP units 2,375,512 1,794,515 2,130,485 1,621,906

As of March 31,

As of June 30,

Participating securities:

Unvested restricted common stock and unvested LTIP Units with time-based vesting conditions outstanding at period end 1,071,999 1,081,522

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

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

7 unchanged sentences

Equity Method Investments

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

As of June 30, 2026 and December 31, 2025, we had 50 and 47 equity method investments, respectively.

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

9 unchanged sentences

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.

As of June 30, 2026 and December 31, 2025, we have accumulated other comprehensive income net of tax effect of $ 38 million and $ 24 million respectively, related to the interest rate swaps designated as cash flow hedges by our investees.

Palmetto HASI Holdings LLC

2 unchanged sentences

Balance Sheet

As of December 31, 2025

As of March 31, 2026

Current assets $ 279 $ 890 $ 1,169

12 unchanged sentences

Income Statement

For the year ended December 31, 2025

For the three months ended March 31, 2026

Revenue 38 387 425

1 unchanged sentence

Net income (loss) ( 29 ) ( 84 ) ( 113 )

For the year ended December 31, 2024

For the three months ended March 31, 2025

Revenue 8 298 306

3 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements