Equity investee financials added in HA Sustainable (NYSE: HASI) 10-K/A
Filing Impact
Filing Sentiment
Form Type
10-K/A
Rhea-AI Filing Summary
HA Sustainable Infrastructure Capital, Inc. filed Amendment No. 1 to its Form 10-K for the year ended December 31, 2025 to comply with Regulation S-X Rule 3-09 by adding separate financial statements for significant equity method investees Palmetto HASI Holdings LLC and Daggett Renewable Holdco LLC and their subsidiaries.
The amendment primarily updates Item 15 to include new exhibits with these consolidated financial statements and related auditor consents, along with updated CEO and CFO certifications. As of June 30, 2025, common stock held by non-affiliates had an aggregate market value of $3.3 billion, and on March 23, 2026 there were 128,420,364 common shares outstanding, including 619,298 unvested restricted shares.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 31 , 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-35877
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(410 ) 571-9860
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 30, 2025, the aggregate market value of the registrant’s common stock (includes unvested restricted stock) held by non-affiliates of the registrant was $3.3 billion based on the closing sales price of the registrant’s common stock on June 30, 2025 as reported on the New York Stock Exchange.
On March 23, 2026, the registrant had a total of 128,420,364 shares of common stock, $0.01 par value, outstanding (which includes 619,298 shares of unvested restricted common stock).
DOCUMENTS INCORPORATED BY REFERENCE
| Auditor Name: | Auditor Location: | PCAOB ID: | ||||||||||||||||||||||||
AMENDMENT NO. 1
EXPLANATORY NOTE
HA Sustainable Infrastructure Capital, Inc. (the “Company,” “we,” “our,” or “us”) is filing this amendment (the “Form 10-K/A”) to our Annual Report on Form 10-K for the year ended December 31, 2025, originally filed with the Securities and Exchange Commission (“SEC”) on February 13, 2026 (the “Original Form 10-K”), solely for the purpose of complying with Regulation S-X, Rule 3-09 ("Rule 3-09"). Rule 3-09 requires that Form 10-K contain separate financial statements for unconsolidated subsidiaries and investees accounted for by the equity method when such entities are individually significant.
We have determined that our equity method investment in Palmetto HASI Holdings LLC and its subsidiaries, which is not consolidated in our financial statements, was significant under the income test of Rule 3-09 in relationship to our financial results for the year ended December 31, 2025, and that our equity method investment in Daggett Renewable Holdco LLC and its subsidiaries, which is not consolidated in our financial statements, was significant under the income test of Rule 3-09 in relationship to our financial results for the years ended December 31, 2024 and December 31, 2023. Since the financial statements as of and for the year ended December 31, 2025, of the aforementioned investees were not available until after the date of the filing of our Original Form 10-K, Rule 3-09 provides that the financial statements may be filed as an amendment to our Original Form 10-K within 90 days after the end of our fiscal year ended December 31, 2025. Therefore, this Form 10-K/A amends Item 15 of our Original Form 10-K, to include the following Exhibits:
•Exhibit 23.2 -- Consent of CohnReznick LLP for the consolidated financial statements of Palmetto HASI Holdings LLC and Subsidiaries
•Exhibit 23.3 -- Consent of PricewaterhouseCoopers LLP for the consolidated financial statements of Daggett Renewable Holdco LLC and Subsidiaries
•Exhibit 23.4 -- Consent of Ernst & Young LLP for the consolidated financial statements of Daggett Renewable Holdco LLC and Subsidiaries
•Exhibit 99.1 -- Consolidated financial statements as of December 31, 2025 and 2024 and for the periods then ended of Palmetto HASI Holdings LLC and Subsidiaries
•Exhibit 99.2 -- Consolidated financial statements as of December 31, 2025 and 2024 and for the periods ended December 31, 2025, 2024 and 2023 of Daggett Renewable Holdco LLC and Subsidiaries
•Exhibit 99.3 -- Consolidated financial statements as of December 31, 2023 and the period then ended of Daggett Renewable Holdco LLC and Subsidiaries
This Form 10-K/A does not amend or otherwise update any other information in the Original Form 10-K (including its exhibits, except for Exhibits 31.1, 31.2, 32.1 and 32.2). Accordingly, this Form 10-K/A should be read in conjunction with our Original Form 10-K and with our filings with the SEC subsequent to the Original Form 10-K filing. In addition, in accordance with applicable rules and regulations promulgated by the SEC, this Form 10-K/A includes updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31.1, 31.2, 32.1 and 32.2.
Item 15. Exhibits and Financial Statement Schedules
Documents filed as part of the report
The following documents are filed as part of this Form 10-K/A in Part II, Item 8 and are incorporated by reference:
(a)(1) Financial Statements:
See index in Item 8—“Financial Statements and Supplementary Data,” filed with the Original Form 10-K for a list of financial statements.
(3)Exhibits Files:
Exhibit number | Exhibit description | ||||
| 3.1 | Certificate of Incorporation of the Company, filed with the Secretary of Delaware on July 1, 2024 and effective, July 2, 2024 (incorporated by reference to Exhibit 3.1 on the Registrant’s Form 8-K (No. 001-35877) filed on July 3, 2024). | ||||
| 3.2 | Bylaws of the Company effective July 2, 2024 (incorporated by reference to Exhibit 3.2 on the Registrant’s Form 8-K (No. 001-35877) filed on July 3, 2024). | ||||
| 4.1 | Specimen Common Stock Certificate of the Company (incorporated by reference to Exhibit 99.3 on the Registrant’s Form 8-K (No. 001-35877) filed on July 3, 2024). | ||||
| 4.2 | Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 99.2 on the Registrant’s Form 8-K (No. 001-35877) filed on July 3, 2024) | ||||
| 4.3 | Indenture, dated as of August 25, 2020, between HAT Holdings I LLC and HAT Holdings II LLC, as issuers, and Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Sustainable Infrastructure, L.P., and Hannon Armstrong Capital, LLC, as guarantors, and U.S. Bank National Association, as trustee (including the form of HAT Holdings I LLC and HAT Holdings II LLC's 3.750% Senior Notes due 2030) (incorporated by reference to Exhibit 4.1 on the Registrant's Form 8-K (No. 011-35877), filed on August 25, 2020) | ||||
| 4.4 | Indenture, dated as of June 28, 2021, between HAT Holdings I LLC and HAT Holdings II LLC, as issuers, and Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Sustainable Infrastructure, L.P., and Hannon Armstrong Capital, LLC, as guarantors, and U.S. Bank National Association, as trustee (including the form of HAT Holdings I LLC and HAT Holdings II LLC’s 3.375% Senior Notes due 2026) (incorporated by reference to Exhibit 4.1 on the Registrant’s Form 8-K (No. 011-35877), filed on June 28, 2021) | ||||
| 4.5 | Indenture, dated as of April 13, 2022 by and among HAT Holdings I LLC and HAT Holdings II LLC, as issuers, and Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Sustainable Infrastructure, L.P., and Hannon Armstrong Capital, LLC, as guarantors, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 on the Registrant’s Form 8-K (No. 011-35877) filed on April 15, 2022) | ||||
| 4.6 | First Supplemental Indenture, dated as of April 13, 2022 by and among HAT Holdings I LLC and HAT Holdings II LLC, as issuers, and the Company, Hannon Armstrong Sustainable Infrastructure, L.P., and Hannon Armstrong Capital, LLC, as guarantors, and U.S. Bank Trust Company, National Association, as trustee (including the form of HAT Holdings I LLC’s and HAT Holdings II LLC’s 0.00% Green Exchangeable Senior Note due 2025) (incorporated by reference to Exhibit 4.2 on the Registrant’s Form 8-K (No. 011-35877) filed on April 15, 2022) | ||||
| 4.7 | Indenture, dated as of August 11, 2023 by and among HAT Holdings I LLC and HAT Holdings II LLC, as issuers, and the Company, Hannon Armstrong Sustainable Infrastructure, L.P., and Hannon Armstrong Capital, LLC, as guarantors, and U.S. Bank Trust Company, National Association, as trustee (including the form of HAT Holdings I LLC’s and HAT Holdings II LLC’s 3.750% Green Exchangeable Senior Unsecured Note due 2028) (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (No. 001-35877), filed on August 11, 2023) | ||||
| 4.8 | Indenture, dated as of December 7, 2023 by and among HAT Holdings I LLC and HAT Holdings II LLC, as issuers, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (including the form of HAT Holdings I LLC and HAT Holdings II LLC’s 8.00% Green Senior Unsecured Note due 2027) (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (No. 001-35877), filed on December 7, 2023) | ||||
| 4.9 | Indenture, dated as of July 1, 2024 by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., as issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (including the form of Hannon Armstrong Sustainable Infrastructure Capital, Inc.’s 6.375% Green Senior Unsecured Note due 2034) (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (No. 001-35877), filed on July 1, 2024) | ||||
4.10 | Indenture, dated as of June 24, 2025 by and among HA Sustainable Infrastructure Capital, Inc., as issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (No. 001-35877), filed on June 24, 2025) | ||||
4.11 | Indenture Officer’s Certificate pursuant to Section 2.02 of the Indenture, dated June 24, 2025 (including the forms of HA Sustainable Infrastructure Capital, Inc.’s 6.150% Green Senior Unsecured Note due 2031 and 6.750% Green Senior Unsecured Note due 2035) (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K (No. 001-35877), filed on June 24, 2025) | ||||
4.12 | Indenture Officer’s Certificate pursuant to Section 2.02 of the Indenture, dated November 20, 2025 (including the form of HA Sustainable Infrastructure Capital, Inc.’s 8.000% Green Junior Subordinated Note due 2056) (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K (No. 001-35877), filed on November 20, 2025) | ||||
| 10.1 | Second Amended and Restated Agreement of Limited Partnership of Hannon Armstrong Sustainable Infrastructure, L.P. (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-K for the year ended December 31, 2023 (No. 001-35877), filed on February 16, 2024) | ||||
| 10.2 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-K for the year ended December 31, 2024 (No. 001-35877), filed on February 14, 2025) | ||||
| 10.3 | Amended and Restated 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2017 (No. 001-35877), filed on May 4, 2017) | ||||
| 10.4 | 2022 HA Sustainable Infrastructure Capital, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (No. 001-35877), filed on June 7, 2022) | ||||
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| 10.5 | Restricted Stock Award Agreement dated April 23, 2013 between the Company and Jeffrey W. Eckel (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2013 (No. 001-35877), filed on August 9, 2013) | ||||
| 10.6 | Form of Restricted Stock Award Agreement (Executive Officers) (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended June 30, 2013 (No. 001-35877), filed on August 9, 2013) | ||||
| 10.7 | Form of Restricted Stock Award Agreement (Non-employee Directors) (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended June 30, 2013 (No. 001-35877), filed on August 9, 2013) | ||||
| 10.8 | Amended and Restated Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended March, 31 2017 (No. 001-35877), filed on May 4, 2017) | ||||
| 10.9 | Form of Amended and Restated Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.57 to the Registrant's Form 10-K for the year ended December 31, 2017 (No. 001-35877) filed on February 23, 2018) | ||||
| 10.10 | Form of LTIP Unit Vesting Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended March 31, 2019 (No. 001-35877), filed on May 3, 2019) | ||||
| 10.11 | Form of Time-Based LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended March 31, 2019 (No. 001-35877), filed on May 3, 2019) | ||||
| 10.12 | Form of Performance-Based LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended March 31, 2019 (No. 001-35877), filed on May 3, 2019) | ||||
| 10.13 | Form of Performance-Based LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended March 31, 2024 (No. 001-35877), filed on May 8, 2024) | ||||
| 10.14 | Employment Agreement, dated April 17, 2013, by and between the Company and Steven L. Chuslo (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 10-Q for the quarter ended June 30, 2013 (No. 001-35877), filed on August 9, 2013) | ||||
| 10.15 | Amended and Restated Employment Agreement, dated February 11, 2025, by and between the Company and Nathaniel J. Rose (incorporated by reference to Exhibit 10.15 to the Registrant's Form 10-K for the year ended December 31, 2024 (No. 001-35877), filed on February 14, 2025) | ||||
| 10.16 | Amended and Restated Employment Agreement, dated February 11, 2025, by and between the Company and Charles Melko (incorporated by reference to Exhibit 10.16 to the Registrant's Form 10-K for the year ended December 31, 2024 (No. 001-35877), filed on February 14, 2025) | ||||
| 10.17 | Letter Agreement, dated as of January 6, 2021, between J. Brendan Herron, the Company and Hannon Armstrong Capital Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2021 (No. 001-35877), filed on May 7, 2021) | ||||
| 10.18 | Employment Agreement, dated June 30, 2021, by and between the Company and Susan D. Nickey (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended June 30, 2021 (No. 001-35877), filed on August 6, 2021) | ||||
| 10.19 | Amended and Restated Employment Agreement, dated February 14, 2023, by and between the Company and Jeffrey Lipson (incorporated by reference to Exhibit 10.31 to the Registrant’s Form 10-K for the year ended December 31, 2022 (No. 001-35877), filed on February 21, 2023) | ||||
| 10.20 | Amended and Restated Employment Agreement, dated February 11, 2025, by and between the Company and Marc Pangburn (incorporated by reference to Exhibit 10.20 to the Registrant's Form 10-K for the year ended December 31, 2024 (No. 001-35877), filed on February 14, 2025) | ||||
| 10.21 | Amended and Restated Employment Agreement, dated January 26, 2024, by and between the Company and Richard R. Santoroski (incorporated by reference to Exhibit 10.21 on the Registrant’s Form 10-K for the year ended December 31, 2023 (No. 001-35877), filed on February 16, 2024). | ||||
| 10.22 | Amended and Restated Employment Agreement, dated February 15, 2024, by and between the Company and Jeffrey Eckel (incorporated by reference to Exhibit 10.22 on the Registrant’s Form 10-K for the year ended December 31, 2023 (No. 001-35877), filed on February 16, 2024) | ||||
| 10.23 | Employment Agreement, Dated April 15, 2024, by and between the Company and Viral Amin (incorporated by reference to Exhibit 10.5 on the Registrant’s Form 10-Q for the quarter ended March, 31 2024 (No. 001-35877) filed on May 8, 2024). | ||||
| 10.24 | Letter Agreement, dated April 4, 2024, between Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Capital LLC, and Richard R. Santoroski (incorporated by reference to Exhibit 10.6 on the Registrant’s Form 10-Q (No. 001-35877) filed on May 8, 2024). | ||||
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| 10.25 | Registration Rights Agreement, dated April 23, 2013, by and among the Company and the parties listed on Schedule I thereto (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-Q for the quarter ended June 30, 2013 (No. 001-35877), filed on August 9, 2013) | ||||
| 10.26 | Registration Rights Agreement, dated as of April 13, 2022, by and among HAT Holdings I LLC, HAT Holdings II LLC, and the Company and the initial purchasers party thereto. (incorporated by reference to Exhibit 10.1 on the Registrant’s Form 8-K (No. 011-35877) filed on April 15, 2022) | ||||
| 10.27 | Registration Rights Agreement, dated as of August 11, 2023, by and among HAT Holdings I LLC, HAT Holdings II LLC, and the Company and the representatives of the Initial Purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (No. 001-35877), filed on August 11, 2023) | ||||
| 10.28 | Registration Rights Agreement, dated as of July 1, 2024, by and among the Company and the representatives of the initial purchasers party thereto (incorporated by reference to Exhibit 10.1 on the Registrant’s Form 8-K (No. 001-35877), filed on July 1, 2024) | ||||
| 10.29 | Registration Rights Agreement, dated as of December 12, 2024, by and among the Company and the representatives of the initial purchasers party thereto (incorporated by reference to Exhibit 4.1 on the Registrant’s Form 8-K (No. 001-35877), filed on December 12, 2024) | ||||
| 10.30 | Indemnity Agreement, dated as of September 30, 2015, by the Company in favor of the Bank of New York Mellon (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 10-Q for the quarter ended September 30, 2015 (No. 001-35877), filed on November 5, 2015) | ||||
| 10.31 | Credit Agreement, dated as of April 12, 2024, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative agent, sole bookrunner and sustainability structuring agent, JPMorgan, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Keybank National Association, M&T Bank, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Sumitomo Mitsui Banking Corporation and Truist Securities, Inc. as joint lead arrangers, Bank of America, N.A., Barclays Bank PLC and Goldman Sachs Bank USA as documentation agents, and each lender from time to time party thereto (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K (No.001-35877), filed on April 17, 2024). | ||||
| 10.32 | Amendment No. 1 to Credit Agreement, dated as of September 10, 2024, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative agent, sole bookrunner, sustainability structuring agent and lender, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Keybank National Association, M&T Bank, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Sumitomo Mitsui Banking Corporation and Truist Securities, Inc. as joint lead arrangers and lenders, and Bank of America, N.A., Barclays Bank PLC and Goldman Sachs Bank USA as documentation agents and lenders (incorporated by reference to Exhibit 1.2 to the Company’s Form 8-K (No.001-35877), filed on September 13, 2024). | ||||
| 10.33 | Amendment No. 2 to Credit Agreement, dated as of October 31, 2024, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative agent and Coöperatieve Rabobank U.A., New York Branch as lender (incorporated by reference to Exhibit 1.3 to the Company’s Form 8-K (No.001-35877), filed on November 1, 2024). | ||||
| 10.34 | Form of Commercial Paper Dealer Agreement between the Company, as issuer, and the applicable Dealer party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (No. 001-35877), filed on December 6, 2024. | ||||
| 10.35 | At Market Issuance Sales Agreement, dated May 13, 2020, by and between the Company, B. Riley FBR, Inc., Robert W. Baird & Co. Incorporated, BofA Securities, Inc., Loop Capital Markets LLC, SMBC Nikko Securities America, Inc. and Nomura Securities International, Inc. (incorporated by reference to Exhibit 1.1 to the Registrant's Form 8-K (No. 001-35877), filed on May 13, 2020) | ||||
| 10.36 | Amendment No. 1 to the At Market Issuance Sales Agreement, dated February 26, 2021, by and among the Company, B. Riley Securities, Inc., Robert W. Baird & Co. Incorporated, BofA Securities, Inc., Loop Capital Markets LLC, SMBC Nikko Securities America, Inc. and Nomura Securities International, Inc. (incorporated by reference to Exhibit 1.2 to the Registrant’s Form 8-K (No. 001-35877), filed on March 1, 2021) | ||||
| 10.37 | Amendment No. 2 to the At Market Issuance Sales Agreement, dated March 1, 2022, by and among the Company, B. Riley Securities, Inc., Robert W. Baird & Co. Incorporated, BofA Securities, Inc., Loop Capital Markets LLC, SMBC Nikko Securities America, Inc. and Nomura Securities International, Inc. (incorporated by reference to Exhibit 1.3 to the Registrant’s Form 8-K (No. 001-35877), filed on March 2, 2022) | ||||
| 10.38 | Amendment No. 3 to the At Market Issuance Sales Agreement, dated February 22, 2023, by and among the Company, B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., SMBC Nikko Securities America, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 1.4 to the Registrant’s Form 8-K (No. 001-35877), filed on February 23, 2023) | ||||
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| 10.39 | Amendment No. 4 to the At Market Issuance Sales Agreement, dated May 10, 2023, by and among the Company, B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 1.5 to the Registrant’s Form 8-K (No. 001-35877), filed on May 11, 2023) | ||||
| 10.40 | Amendment No. 5 to the At Market Issuance Sales Agreement, dated September 5, 2023, by and among the Company, B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 1.6 to the Registrant’s Form 8-K (No. 001-35877), filed on September 5, 2023) | ||||
| 10.41 | Amendment No. 6 to the At Market Issuance Sales Agreement, dated July 3, 2024, by and among HA Sustainable Infrastructure Capital, Inc., B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, Nomura Securities International, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC. (incorporated by reference to Exhibit 1.7 to the Registrant’s Form 8-K (No. 001-35877), filed on July 3, 2024) | ||||
| 10.42 | Amendment No. 7 to the At Market Issuance Sales Agreement, dated February 28, 2025, by and among HA Sustainable Infrastructure Capital, Inc., B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., RBC Capital Markets, LLC, Robert W. Baird & Co. Incorporated and Truist Securities, Inc. (incorporated by reference to Exhibit 1.8 to the Registrant’s Form 8-K (No. 001-35877), filed on March 3, 2025) | ||||
| 10.43 | Amendment No. 3 to Credit Agreement, dated as of March 28, 2025, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative agent and Bank of Montreal and M&T Bank as lenders (incorporated by reference to Exhibit 1.4 to the Registrant’s Form 8-K (No. 001-35877), filed on March 31, 2025) | ||||
| 10.44 | Amendment No. 4 to Credit Agreement, dated as of December 9, 2025, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative agent and ING Capital LLC as lender (incorporated by reference to Exhibit 1.5 to the Registrant’s Form 8-K (No. 001-35877), filed on December 10, 2025) | ||||
| 10.45 | Amendment No. 5 to Credit Agreement, dated as of December 22, 2025, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative agent and Natixis, New York Branch and The Bank of Nova Scotia as lenders (incorporated by reference to Exhibit 1.6 to the Registrant’s Form 8-K (No. 001-35877), filed on December 29, 2025) | ||||
| 10.46 | Form of Offer Letter to be used between the Company and certain executives (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2025 (No. 001-35877), filed on August 8, 2025) | ||||
| 10.47 | Consulting Agreement, dated December 10, 2025, by and between the Company and Steven L. Chuslo (incorporated by reference to Exhibit 10.47 to the Registrant’s Form 10-K for the year ended December 31, 2025 (No. 001-35877), filed on February 13, 2026) | ||||
| 19.1 | Insider Trading Policies and Procedures of the Company (incorporated by reference to Exhibit 10.20 to the Registrant's Form 10-K for the year ended December 31, 2024 (No. 001-35877), filed on February 14, 2025) | ||||
| 21.1 | List of subsidiaries of HA Sustainable Infrastructure Capital, Inc. (incorporated by reference to Exhibit 21.1 to the Registrant's Form 10-K for the year ended December 31, 2025 (No. 001-35877) filed on February 13, 2026) | ||||
| 23.1 | Consent of Ernst & Young LLP for HA Sustainable Infrastructure Capital, Inc. (incorporated by reference to Exhibit 23.1 to the Registrant's Form 10-K for the year ended December 31, 2025 (No. 001-35877) filed on February 13, 2026) | ||||
| 23.2* | Consent of CohnReznick LLP for Palmetto HASI Holdings LLC and Subsidiaries | ||||
| 23.3* | Consent of PricewaterhouseCoopers LLP for Daggett Renewable HoldCo LLC and Subsidiaries | ||||
| 23.4* | Consent of Ernst & Young LLP for Daggett Renewable HoldCo LLC and Subsidiaries | ||||
| 24.1 | Power of Attorney (incorporated by reference to Exhibit 24.1 to the Registrant’s Form 10-K for the year ended December 31, 2025 (No. 001-35877), filed on February 13, 2026) | ||||
31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes—Oxley Act of 2002 | ||||
31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
32.1** | Certification of Chief Executive Officer pursuant to section 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes—Oxley Act of 2002 | ||||
32.2** | Certification of Chief Financial Officer pursuant to section 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes—Oxley Act of 2002 | ||||
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| 97.1 | Recovery Policy Relating to Erroneously Awarded Incentive Compensation of the Company (incorporated by reference to Exhibit 97.1 to the Registrant's Form 10-K for the period ended December 31, 2023 (No. 001-35877) filed on February 16, 2024) | ||||
| 99.1* | Consolidated financial statements as of December 31, 2025 and 2024 and the periods then ended of Palmetto HASI Holdings LLC and Subsidiaries | ||||
| 99.2* | Consolidated financial statements as of December 31, 2025 and 2024 and the periods ended December 31, 2025, 2024, and 2023 of Daggett Renewable HoldCo LLC and Subsidiaries | ||||
| 99.3* | Consolidated financial statements as of December 31, 2023 and the period then ended of Daggett Renewable HoldCo LLC and Subsidiaries | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema (incorporated by reference to Exhibit 101.SCH to the Registrant’s Form 10-K for the period ended December 31, 2025 (No. 001-35877), filed on February 13, 2026) | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase (incorporated by reference to Exhibit 101.CAL to the Registrant’s Form 10-K for the period ended December 31, 2025 (No. 001-35877), filed on February 13, 2026) | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase (incorporated by reference to Exhibit 101.DEF to the Registrant’s Form 10-K for the period ended December 31, 2025 (No. 001-35877), filed on February 13, 2026) | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase (incorporated by reference to Exhibit 101.LAB to the Registrant’s Form 10-K for the period ended December 31, 2025 (No. 001-35877), filed on February 13, 2026) | ||||
| 101 PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | ||||
| 104 | Cover Page Interactive Data File Included as Exhibit 101 (embedded within the Inline XBRL document) | ||||
| * Filed herewith. | |||||
| ** Furnished with this report. | |||||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HA SUSTAINABLE | |||||
| INFRASTRUCTURE CAPITAL, INC. | |||||
| (Registrant) | |||||
| Date: March 26, 2026 | /s/ Jeffrey A. Lipson | ||||
| Jeffrey A. Lipson | |||||
| Chief Executive Officer and President | |||||
| /s/ Charles W. Melko | |||||
| Charles W. Melko | |||||
| Chief Financial Officer, Treasurer and Executive Vice President | |||||
| /s/ Michelle E. Whicher | |||||
| Michelle E. Whicher | |||||
| Chief Accounting Officer and Senior Vice President | |||||
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FAQ
What is the main purpose of HA Sustainable Infrastructure (HASI) filing this Form 10-K/A?
The company filed this Form 10-K/A to comply with Regulation S-X Rule 3-09 by adding separate financial statements for certain significant equity method investees. It amends Item 15 to include new exhibits and related auditor consents plus updated executive certifications.
Which equity method investees’ financial statements are included in HA Sustainable Infrastructure’s 10-K amendment?
The amendment adds consolidated financial statements for Palmetto HASI Holdings LLC and Subsidiaries and for Daggett Renewable Holdco LLC and Subsidiaries. These entities were determined to be significant under the income test of Rule 3-09 relative to the company’s recent financial results.
What does Regulation S-X Rule 3-09 require for HA Sustainable Infrastructure (HASI)?
Rule 3-09 requires separate financial statements for unconsolidated subsidiaries and equity method investees that are individually significant. For HA Sustainable Infrastructure, certain Palmetto HASI and Daggett Renewable entities met this significance test, triggering the need to add their audited financial statements to the annual report.
Does this Form 10-K/A change other information from HA Sustainable Infrastructure’s original 10-K?
The company states the amendment does not otherwise update information in the original Form 10-K or its exhibits, except for specific new and updated exhibits. These include the investee financial statements, related consents, and revised CEO and CFO certifications required under Sarbanes-Oxley sections 302 and 906.
How many HA Sustainable Infrastructure (HASI) shares are outstanding and what is their market value baseline?
As of June 30, 2025, common stock held by non-affiliates had an aggregate market value of $3.3 billion based on New York Stock Exchange prices. On March 23, 2026, the company had 128,420,364 common shares outstanding, including 619,298 unvested restricted shares.
Which new exhibits are added in HA Sustainable Infrastructure’s 2025 Form 10-K/A?
New exhibits include auditor consents for Palmetto HASI and Daggett Renewable entities and consolidated financial statement packages labeled Exhibits 99.1, 99.2 and 99.3. The amendment also files updated CEO and CFO certifications as Exhibits 31.1, 31.2, 32.1 and 32.2.
HA SUSTAINABLE INFRA CAP INC