[8-K] HA Sustainable Infrastructure Capital, Inc. Reports Material Event

Rhea-AI Filing Summary

HASI (NYSE:HASI) filed an 8-K (Item 8.01) reporting two press releases that detail the early results, upsizing and pricing of cash tender offers by subsidiaries HAT I and HAT II for portions of the company’s 3.375% Senior Notes due 2026 and 8.00% Green Senior Unsecured Notes due 2027.

Strong early participation prompted an increase in the maximum aggregate purchase amount, and final consideration for each note series has been fixed. The liability-management move is expected to lower future interest expense and enhance balance-sheet flexibility. No additional financial statements were furnished.

Positive

• Upsized cash tender offer targets 3.375% 2026 and 8.00% 2027 notes, signaling proactive liability management
• Pricing terms disclosed give investors clarity and pave the way for prompt settlement

Negative

• None.

Insights

Debt Capital Markets Analyst

TL;DR – Upsized tender shows proactive debt management; credit profile likely benefits.

The company is buying back two tranches of senior notes and has increased the tender size in response to strong take-up, then set firm pricing. Retiring the 8.00% Green 2027s removes relatively expensive paper, while addressing the 2026 maturity smooths the near-term maturity wall. Although dollar amounts are not disclosed here, the upsizing implies sufficient liquidity and an intent to optimize the capital structure before rates potentially rise further. Execution risk is minimal because tender terms are now locked. Assuming completion, net leverage should decline and annual interest costs fall, supporting future distributable cash flow.

Credit Risk Analyst

TL;DR – Cash outlay offsets leverage benefit; overall impact neutral until size known.

While debt reduction is constructive, it comes at a cash cost that could pressure liquidity if the repurchase is large relative to cash on hand. The filing omits pricing tables and maximum spend, making it hard to quantify the net leverage change. Until final settlement figures are published, credit impact remains tentatively neutral. Investors should monitor whether the company funds the tender from existing cash, new issuance, or revolver draws, as each path carries different risk.

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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)

June 27, 2025

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.

HA Sustainable Infrastructure Capital, Inc., a Delaware corporation (the “Company”), previously announced that its indirect subsidiaries HAT Holdings I LLC, a Maryland limited liability company (“HAT I”) and HAT Holdings II LLC (“HAT II,” and together with HAT I, the “Offerors”), commenced cash tender offers (the “Tender Offers”) to purchase a portion of the Offerors’ outstanding 3.375% Senior Notes due 2026 and 8.00% Green Senior Unsecured Notes due 2027.

On June 27, 2025, the Company issued a press release announcing the early results and upsizing of the Tender Offers. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.

On June 27, 2025, the Company issued a press release announcing the pricing terms of the Tender Offers. A copy of the press release is filed as Exhibit 99.2 to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1*		Press Release dated June 27, 2025 announcing the early results and upsizing of the Tender Offers.
99.2*		Press Release dated June 27, 2025, announcing the pricing terms of the Tender Offers.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101).

* Filed herewith.

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/ Steven L. Chuslo
		Steven L. Chuslo
		Executive Vice President and Chief Legal Officer

Dated: June 27, 2025

FAQ

Which notes are included in HASI's June 27 2025 tender offer?

The offer covers portions of the 3.375% Senior Notes due 2026 and 8.00% Green Senior Unsecured Notes due 2027.

Why did HASI upsize its tender offer on June 27 2025?

Early participation exceeded the initial cap, prompting the company to increase the aggregate purchase amount as announced in Exhibit 99.1.

What pricing terms did HASI set for the tender offer?

Exhibit 99.2 fixes the cash consideration for each note series, locking in the amounts holders will receive upon settlement.

How could the tender offer affect HASI's interest expense?

Repurchasing 3.375% and 8.00% notes should lower outstanding principal and related coupon payments, reducing future interest expense.

When were the early tender results released?

Early tender results and upsizing details were published in a press release dated June 27 2025 (Exhibit 99.1).

Which subsidiaries are conducting the tender offers for HASI?

Indirect subsidiaries HAT Holdings I LLC and HAT Holdings II LLC are serving as the offerors.