HA SUSTAINABLE INFRA CAP INC SEC Filings

HA Sustainable Infrastructure Capital, Inc. is issuing and selling $500 million aggregate principal amount of 8.000% Green Junior Subordinated Notes due 2056 under an underwriting agreement with a syndicate led by Mizuho, J.P. Morgan, BofA Securities and Truist Securities. The Notes will be sold at a public offering price equal to 100% of their aggregate principal amount. At issuance, the Notes will be guaranteed on a subordinated basis by several affiliated entities, including Hannon Armstrong Sustainable Infrastructure, L.P. The company plans to use the net proceeds initially to temporarily repay borrowings under its unsecured revolving credit facility or its commercial paper programs, and then to allocate an amount equal to the net proceeds to acquire, invest in or refinance eligible green projects, including recent and near-term disbursements.

HA Sustainable Infrastructure Capital, Inc. is offering $500,000,000 of 8.000% Green Junior Subordinated Notes due 2056. The Notes pay 8.000% interest annually from November 20, 2025 to June 1, 2031, then reset every five years to the Five-year U.S. Treasury Rate plus 4.301%, with a floor at 8.000%. They mature on June 1, 2056 and are junior to all existing and future senior indebtedness and effectively junior to non‑guarantor subsidiary debt. The company may defer interest for up to 10 consecutive years per deferral period, during which unpaid interest compounds, and may redeem the Notes starting 90 days before the first reset date and on any interest payment date thereafter. Estimated net proceeds of about $493.3 million will repay unsecured credit facility or commercial paper borrowings, with an amount equal to the proceeds earmarked for U.S. “Eligible Green Projects” such as renewable energy, energy efficiency, RNG, clean transportation and ecological restoration. The Notes will not be listed on any securities exchange.

HA Sustainable Infrastructure Capital (HASI) commenced, subject to market conditions, a registered offering of Green Junior Subordinated Notes due 2056. The Notes are expected to receive 50% equity credit from certain rating agencies and, at issuance, will be guaranteed by key subsidiaries. HASI states that proceeds are expected to help fund new investments while limiting common stock issuances.

The company highlights scale and funding capacity: Managed Assets were over $15 billion as of September 30, 2025, and total liquidity exceeded $1 billion as of September 30, 2025. Its 12‑month pipeline totaled more than $6 billion in opportunities as of the same date. New asset yields averaged more than 10.5% for the nine months ended September 30, 2025, while 2024 newly issued debt cost 6.6%, underscoring positive spread dynamics. Adjusted Recurring Net Investment Income reached $347 million for the trailing twelve months ended September 30, 2025.

HA Sustainable Infrastructure Capital, Inc. (HASI) is offering Green Junior Subordinated Notes via a preliminary prospectus supplement. The Notes pay a fixed rate to the first reset date, then reset every five years at the Five-year U.S. Treasury Rate plus a spread, with a floor equal to the initial rate. The issuer may redeem the Notes beginning 90 days before the first reset date and, thereafter, on interest payment dates.

HASI may defer interest for up to 10 consecutive years per period; deferred amounts accrue interest. The Notes are subordinated to senior indebtedness and initially guaranteed by specified subsidiaries, with automatic release features under certain conditions. Proceeds will temporarily repay borrowings under the unsecured credit facility or commercial paper programs, and cash equal to the net proceeds will be allocated to Eligible Green Projects. The Notes will not be listed and will be issued in $2,000 minimum denominations. As of September 30, 2025, total consolidated indebtedness was $5.2 billion.

HASI reported third‑quarter results for the period ended September 30, 2025. Revenue was $103.1 million, up from $82.0 million a year ago, driven by higher interest and rental income and a larger gain on sale of assets of $24.9 million.

Net income was $84.9 million versus a loss of $19.2 million in the prior‑year quarter, aided by $124.6 million of income from equity method investments. Diluted EPS was $0.61 compared with $(0.17). For the nine months, revenue was $285.7 million and net income was $242.9 million, with diluted EPS of $1.79.

On the balance sheet, cash and cash equivalents were $301.8 million and total assets were $8.20 billion. Senior unsecured notes were $3.44 billion, convertible notes $399.2 million, and commercial paper $670.5 million. Total stockholders’ equity was $2.69 billion. Shares outstanding were 126,527,736 as of November 4, 2025.

Year‑to‑date cash flows show operating cash use of $79.4 million and investing cash use of $511.0 million, offset by $758.9 million provided by financing, including $996.2 million of new senior notes, a $700.0 million redemption, $200.0 million of convertible note principal payments, $572.0 million of commercial paper activity, and $187.2 million of common stock issuance.

HA Sustainable Infrastructure Capital (HASI) furnished an 8-K announcing its earnings release for the quarter ended September 30, 2025 and its Q4 2025 dividend. The company attached the full earnings release as Exhibit 99.1, dated November 6, 2025.

The information was furnished, not filed, under the Exchange Act, which limits its use in certain legal contexts. HASI’s common stock trades on the NYSE under the symbol HASI.

FMR LLC filed Amendment No. 1 to Schedule 13G reporting beneficial ownership of 5,476,430.89 shares of HA SUSTAINABLE INFRASTRUCTURE CAPITAL IN common stock, representing 4.4% of the class as of the event date 09/30/2025.

FMR LLC reports sole voting power over 5,464,787.95 shares and sole dispositive power over 5,476,430.89 shares. Abigail P. Johnson is also listed as a reporting person with the same aggregate amount and sole dispositive power.

The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. Item 6 notes one or more other persons may have rights to dividends or sale proceeds, with no single other person over five percent.

HA Sustainable Infrastructure Capital insider Nitya Gopalakrishnan, the company's Chief Operating Officer and a director, reported on 09/16/2025 that 20,000 long-term incentive plan units (LTIP Units) vested and were reported as issuable upon conversion into 20,000 operating partnership units (OP Units) of Hannon Armstrong Sustainable Infrastructure, LP. The LTIP Units are held by HASI Management HoldCo LLC, of which the reporting person is a member, and he reports only his proportionate pecuniary interest in those units. Upon conversion, the OP Units may be redeemed for cash equal to market value or exchanged for an equivalent number of the issuer's common shares, subject to the partnership agreement and issuer option.

HA Sustainable Infrastructure Capital, Inc. Form 3 filed by Nitya Gopalakrishnan reports an initial statement of beneficial ownership for the issuer HASI. The event requiring the statement occurred on 07/31/2025. Mr. Gopalakrishnan is identified as a Director and the company’s Chief Operating Officer. The filing states that no securities are beneficially owned by the reporting person at the time of filing. The document includes an executed signature dated 09/11/2025 and references a Power of Attorney as Exhibit 24.1.