HASI Prices Offering of $500 Million of Green Junior Subordinated Notes

HA Sustainable Infrastructure Capital (NYSE: HASI) priced a registered public offering of $500.0 million aggregate principal amount of 8.000% green junior subordinated notes due 2056 on November 13, 2025, with settlement expected November 20, 2025.

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11/14/2025 - 07:00 AM EST

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 November 13, 2025, it priced its registered public offering of $500 million in aggregate principal amount of 8.000% 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 November 20, 2025, subject to customary closing conditions.

The Company estimates that the net proceeds from the offering of the Notes will be approximately $493.3 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 or (ii) temporarily repay a portion of the outstanding borrowings under the Company’s commercial paper programs. 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.

Mizuho Securities USA LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., Truist Securities, Inc., Barclays Capital Inc., Credit Agricole, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Rabo Securities USA, Inc. and SMBC Nikko Securities America 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. 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 Mizuho Securities USA LLC at +1 (866) 271-7403, J.P. Morgan Securities LLC at +1 (212) 834-4533, BofA Securities, Inc. at +1 (800) 294-1322 or Truist Securities, Inc. at +1 (800) 685-4786.

About HASI

HASI is an investor in sustainable infrastructure assets advancing the energy transition. With more than $15 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 (as supplemented by our Form 10-K/A) for the Company’s fiscal year ended December 31, 2024, 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.