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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
November 9, 2026
HA
SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
(Exact Name of Registrant as Specified in its
Charter)
| Delaware |
001-35877 |
46-1347456 |
(State
or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS
Employer Identification
No.) |
One
Park Place,
Suite
200
Annapolis,
Maryland 21401
(Address of principal executive
offices)
(Zip Code)
Registrant’s telephone
number, including area code: (410) 571-9860
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to
Section 12(b) of the Exchange Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common
Stock, $0.01 par value per share |
HASI |
New
York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Item
8.01 Other Events
On November 9, 2026, HA Sustainable Infrastructure
Capital, Inc. (the “Company”) and the Guarantors (as defined below) entered into an underwriting agreement (the “Junior
Subordinated Notes Underwriting Agreement”) with Mizuho Securities USA LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC
and Truist Securities, Inc., as representatives of the several underwriters (the “Underwriters”), pursuant to which the Company
agreed to issue and sell to the Underwriters $500 million aggregate principal amount of its 7.850% Green Junior Subordinated Notes due
2057 (the “Junior Subordinated Notes”), in accordance with the terms and conditions set forth in the Junior Subordinated
Notes Underwriting Agreement. The Junior Subordinated Notes will be sold at a public offering price of 100% of the aggregate principal
amount thereof.
At issuance, the Junior Subordinated 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 (collectively, the “Guarantors”). The closing of the
offering of Junior Subordinated Notes is expected to occur on November 24, 2026, subject to customary closing conditions. The Company
intends to use the net proceeds from the offering to (i) temporarily repay a portion of the outstanding borrowings under the Company’s
standalone commercial paper program and (ii) potentially temporarily repay a portion of the outstanding borrowings under the Company’s
unsecured credit facility or the Company’s credit-enhanced commercial paper program. The Company will use cash equal to the net
proceeds from the offering of the Junior Subordinated Notes 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 the offering of the Junior Subordinated Notes 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, the Company intends
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.
The sale of the Junior Subordinated Notes has
been registered with the Securities and Exchange Commission (the “Commission”) in a registration statement on Form S-3ASR,
File No. 333-285461 (the “Registration Statement”). The terms of the Junior Subordinated Notes are described in the base
prospectus included in the Registration Statement, as supplemented by a preliminary prospectus supplement dated November 9, 2026 and
a final prospectus supplement dated November 9, 2026.
The
preceding description is qualified in its entirety by reference to the Junior Subordinated Notes Underwriting Agreement, a copy of which
is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
|
Description |
| |
|
| 1.1 |
|
Underwriting Agreement, dated November 9, 2026, among, HA Sustainable
Infrastructure Capital, Inc., 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 and Mizuho Securities USA LLC, BofA Securities, Inc., Goldman Sachs &
Co. LLC and Truist Securities, Inc., as representatives of the several underwriters. |
| 104 |
|
Cover Page Interactive Data File – the cover page XBRL tags are
embedded within the Inline XBRL document. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. |
| |
|
|
| |
By: |
/s/ Christy L. Freer |
| Dated: November 13, 2026 |
|
Christy L. Freer |
| |
|
Senior Managing Director, Chief Legal Officer and Secretary |
