A green junior subordinated note is a type of loan-like security where the money raised is earmarked for environmentally beneficial projects, and holders rank behind other creditors when the borrower pays debts or liquidates. Think of it as lending money to a company that promises to use the cash for green initiatives, but getting paid back after senior lenders — which usually means higher interest to compensate for greater risk. Investors watch these for both environmental impact and credit risk versus potential return.
registered public offeringregulatory
A registered public offering is when a company files required documents with regulators to sell new shares or bonds to the general public, providing standardized financial and business information for transparency. For investors, it matters because it creates an opportunity to buy newly issued securities while often increasing market liquidity, but it can also dilute existing ownership and affect share price as supply and company funding needs change—think of a bakery baking extra loaves that can satisfy more customers but slightly reduces each owner's slice of the original batch.
commercial paper programsfinancial
A commercial paper program is an ongoing arrangement that lets a company sell short-term unsecured IOUs to borrow cash for everyday needs like payroll, inventory or short-term investments. Think of it as a corporate version of a short-term loan or a business credit card: it provides quick cash without a long-term bank loan. Investors watch these programs because they reveal a company’s short-term funding health, borrowing costs and credit risk, which can affect liquidity and near-term financial stability.
senior notesfinancial
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
prospectus supplementregulatory
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
ANNAPOLIS, Md.--(BUSINESS WIRE)--
HA Sustainable Infrastructure Capital, Inc. (“HASI,” “our,” “we,” or the “Company”) (NYSE: HASI), a leading investor in sustainable infrastructure assets, announced that yesterday, on February 18, 2026, it priced its registered public offering of $600 million in aggregate principal amount of 7.125% green junior subordinated notes due 2056 (the “Notes”). At issuance, the Notes will be guaranteed on a subordinated basis by Hannon Armstrong Sustainable Infrastructure, L.P., Hannon Armstrong Capital, LLC, HAT Holdings I LLC, HAT Holdings II LLC, HAC Holdings I LLC and HAC Holdings II LLC. The settlement of the Notes is expected to occur on February 27, 2026, subject to customary closing conditions.
The Company estimates that the net proceeds from the offering of the Notes will be approximately $592.2 million, after deducting the underwriting discounts and estimated offering expenses. The Company intends to utilize the net proceeds from the offering of the Notes to (i) temporarily repay a portion of the outstanding borrowings under the Company’s unsecured revolving credit facility, (ii) temporarily repay a portion of the outstanding borrowings under the Company’s commercial paper programs or (iii) redeem all or a lesser amount of the outstanding principal amount of the Company’s 8.00% Senior Notes due 2027 (the “2027 Notes”) as described below. We will use cash equal to the net proceeds from this offering to acquire, invest in or refinance, in whole or in part, new and/or existing eligible green projects. These eligible green projects may include projects with disbursements made during the twelve months preceding the issue date of this offering and projects with disbursements to be made within two years following the issue date. Prior to the full investment of an amount equal to such net proceeds in such eligible green projects, we intend to apply the net proceeds as set forth above and to invest any remaining net proceeds in interest-bearing accounts and short-term, interest-bearing securities.
BofA Securities, Inc., Goldman Sachs & Co. LLC, Credit Agricole Securities (USA) Inc., Morgan Stanley & Co. LLC, Rabo Securities USA, Inc., SMBC Nikko Securities America, Inc., BMO Capital Markets Corp., Barclays Capital Inc., Citigroup Global Markets Inc., ING Financial Markets LLC, Natixis Securities Americas LLC, RBC Capital Markets, LLC, and Scotia Capital (USA) Inc. are acting as Joint Book-Running Managers for the offering. KeyBanc Capital Markets Inc. and M&T Securities, Inc. are acting as Co-Managers for the offering.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release shall not constitute a notice of redemption for the 2027 Notes.
The offering was made only by means of a prospectus and related prospectus supplement, which may be obtained by visiting the Securities and Exchange Commission’s website at www.sec.gov. Alternatively, you may request these documents by calling BofA Securities, Inc. at +1 (800) 294-1322, or by email at dg.prospectus_requests@bofa.com; Goldman Sachs & Co. LLC, at +1 (866) 471-2526, or by email at prospectusny@ny.email.gs.com; Credit Agricole Securities (USA) Inc. at +1-866-807-6030; Morgan Stanley & Co. LLC, toll-free at 1-866-718-1649; Rabo Securities USA, Inc. at +1 (212) 808-2562; or SMBC Nikko Securities America, Inc. at +1 (888) 868-6856 or by at email prospectus@smbcnikko-si.com.
About HASI
HASI is an investor in sustainable infrastructure assets advancing the energy transition. With more than $16 billion in managed assets, HASI’s investments are diversified across multiple asset classes, including utility-scale solar, onshore wind, and storage; distributed solar and storage; RNG; and energy efficiency. HASI combines deep expertise in energy markets and financial structuring with long-standing programmatic client partnerships to deliver superior risk-adjusted returns and measurable environmental benefits.
Forward-Looking Statements
Some of the information in this press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may,” “target,” or similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements include those discussed under the caption “Risk Factors” included in the Company's Annual Report on Form 10-K for the Company’s fiscal year ended December 31, 2025, which were filed with the U.S. Securities and Exchange Commission (“SEC”), as well as in other reports that the Company files with the SEC.
Forward-looking statements are based on beliefs, assumptions and expectations as of the date of this press release. The Company disclaims any obligation to publicly release the results of any revisions to these forward-looking statements reflecting new estimates, events or circumstances after the date of this press release.
