| Item 7.01 |
Regulation FD Disclosure |
On November 13, 2025, HA Sustainable Infrastructure Capital, Inc., a Delaware corporation (“HASI” or the “Company”), commenced, subject to market conditions, a registered offering of Green Junior Subordinated Notes due 2056 (the “Notes”).
HASI is pursuing its inaugural issuance of junior subordinated notes with the aims of lowering its overall weighted average cost of capital, reducing the need for future common stock issuances, and optimizing its return on equity, as well as further expanding the pool of potential capital sources for its investment funding program.
The credit rating agencies that are expected to rate the Notes have advised the Company that the Notes will receive 50% equity credit under their respective frameworks. In turn, the Company expects the proceeds from the Notes to help fund new investments over the near-term while limiting our common stock issuances.
The information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Notes Offering
On November 13, 2025, HA Sustainable Infrastructure Capital, Inc., a Delaware corporation (“HASI” or the “Company”), commenced, subject to market conditions, a registered offering (the “Offering”) of Green Junior Subordinated Notes due 2056 (the “Notes”).
At issuance, the Notes will be guaranteed 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. In connection with the Offering, the Company filed a preliminary prospectus supplement which included the following Company update:
Company Overview
We are an investor in sustainable infrastructure assets advancing the energy transition. With over $15 billion in Managed Assets as of September 30, 2025, our investment strategy is focused on actively partnering with clients to deploy capital primarily in income-generating real assets that are supported by long-term recurring cash flows. This strategy has enabled us to generate attractive risk-adjusted returns and provide stockholders with diversified exposure to the energy transition.
We are internally managed by an executive team that has extensive relevant industry knowledge and experience, and a team of over 150 full-time investment, operating, and technical professionals. We have long-standing, programmatic relationships with some of the leading U.S. clean energy project developers, owners and operators, utilities, and energy service companies (“ESCOs”), which provide recurring, investment and fee-generating opportunities, while also enabling scale benefits and operational and transactional efficiencies. Partnering with these clients, we are able to earn attractive risk-adjusted returns by investing in a variety of asset classes across our three primary climate solutions markets:
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| Behind the Meter (BTM) |
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Grid-Connected (GC) |
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Fuels, Transport, and Nature (FTN) |
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Residential solar and storage |
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Community, commercial, and industrial solar and storage |
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Through December 31, 2024, we have cumulatively closed more than 1,250 investments spanning more than 100 different clients since 1998. In 2024, greater than 70% of our closed transaction volumes were with repeat clients.