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

HA Sustainable Infrastructure Capital, Inc. issued $400,000,000 of 6.000% Green Senior Unsecured Notes due 2036.

Rhea-AI Filing Summary

HA Sustainable Infrastructure Capital, Inc. issued $400,000,000 of 6.000% Green Senior Unsecured Notes due 2036. Interest is paid semi-annually each March 15 and September 15, starting September 15, 2026, with final maturity on March 15, 2036, unless earlier repurchased or redeemed.

The company plans to use the net proceeds to repay portions of its unsecured revolving credit facility or commercial paper programs, or to redeem some or all of its 8.00% Senior Notes due 2027, and ultimately to finance eligible green projects. The notes are guaranteed by several subsidiaries and include a Change of Control repurchase right at 101% of principal plus accrued interest, along with make-whole and par call redemption options before and after December 15, 2035.

Insights

Credit and capital-structure analyst

$400M 6.000% green notes refinance debt and support projects.

HA Sustainable Infrastructure Capital, Inc. has issued $400,000,000 of 6.000% Green Senior Unsecured Notes due 2036. The notes are senior unsecured and guaranteed by multiple affiliates, which broadens the credit support within the corporate group.

Net proceeds are earmarked to repay borrowings under the unsecured revolving credit facility, reduce commercial paper balances, or redeem 8.00% Senior Notes due 2027, and to finance eligible green projects. This indicates a shift from shorter-term and higher-coupon obligations toward longer-dated, labeled green debt.

The notes feature a Change of Control Repurchase Event at 101% of principal plus accrued interest and standard make-whole and par call options around December 15, 2035. Future disclosures in company reports will show how much 8.00% 2027 debt is redeemed and the pace of allocating proceeds to green projects.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

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Accepted by SEC EDGAR 03/02/2026 - 04:30 PM Learn about SEC filing dates

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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)

March 2, 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 1.01. Entry into a Material Definitive Agreement.

Indenture and 6.000% Green Senior Unsecured Notes due 2036

On March 2, 2026, HA Sustainable Infrastructure Capital, Inc., a Delaware corporation (the “Company”), issued $400,000,000 aggregate principal amount of its 6.000% Green Senior Unsecured Notes due 2036 (the “Notes”), under an indenture, dated as of June 24, 2025 (the “Base Indenture”), between the Company, Hannon Armstrong Sustainable Infrastructure, L.P., a Delaware limited partnership (the “Operating Partnership”), Hannon Armstrong Capital, LLC, a Maryland limited liability company (“HAC”), HAT Holdings I LLC, a Maryland limited liability company (“HAT I”), HAT Holdings II LLC, a Maryland limited liability company (“HAT II”), HAC Holdings I LLC, a Delaware limited liability company (“HAC Holdings I”) and HAC Holdings II LLC, a Delaware limited liability company (“HAC Holdings II,” and collectively with the Operating Partnership, HAC, HAT I, HAT II and HAC Holdings I, the “Guarantors”), as guarantors, and U.S. Bank Trust Company, National Association, as trustee, as amended and supplemented pursuant to an Officer’s Certificate, dated March 2, 2026 (the “Officer’s Certificate” and, together with the Base Indenture, the “Indenture”).

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 unsecured revolving credit facility, (ii) temporarily repay a portion of the outstanding borrowings under the Company’s commercial paper programs or (iii) redeem all or a lesser amount of the outstanding principal amount of the Company’s 8.00% Senior Notes due 2027. The Company will use cash equal to the net proceeds from the offering of the 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 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 Notes bear interest at a rate of 6.000% per year, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The Notes will mature on March 15, 2036, unless earlier repurchased or redeemed.

The following is a brief description of the terms of the Notes and the Indenture.

Change of Control

If a Change of Control Repurchase Event (as defined in the Indenture) occurs, the Company will be required (unless the Company has exercised its right to redeem all of the Notes by sending a notice of redemption) to offer to repurchase all of the outstanding Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

Optional Redemption

Prior to December 15, 2035, the Company may redeem some or all of the Notes, at the Company’s option, at any time and from time to time at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of, together with accrued but unpaid interest, if any, to, but excluding, the applicable date of redemption.

On and after December 15, 2035, the Company may redeem some or all of the Notes, at the Company’s option, at any time from time to time at a price equal to 100% of the principal amount thereof together with accrued and unpaid interest, if any, to, but excluding the applicable date of redemption.

Guarantees

When the Notes are first issued they will be guaranteed solely by the Guarantors. None of the Company’s other current or future subsidiaries will be required to guarantee the Notes in the future.

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Ranking

The Notes will be:

• senior unsecured obligations of the Company;

• pari passu in right of payment with all of the Company’s existing and future senior unsecured indebtedness and senior unsecured guarantees;

• effectively subordinated in right of payment to all of the Company’s existing and future secured indebtedness and secured guarantees to the extent of the value of the assets securing such indebtedness and guarantees;

• senior in right of payment to any future subordinated indebtedness and subordinated guarantees of the Company; and

• effectively subordinated in right of payment to all existing and future indebtedness, guarantees and other liabilities (including trade payables) and any preferred equity of the Company’s subsidiaries (other than any subsidiaries that are Guarantors of the Notes).

The guarantee from each Guarantor will be:

• a senior unsecured obligation of such Guarantor;

• pari passu in right of payment with all existing and future senior unsecured indebtedness and senior unsecured guarantees of such Guarantor;

• effectively subordinated in right of payment to all existing and future secured indebtedness and secured guarantees of such Guarantor to the extent of the value of the assets securing such indebtedness and guarantees;

• senior in right of payment to any future subordinated indebtedness and subordinated guarantees of such guarantor; and

• effectively subordinated in right of payment to all existing and future indebtedness, guarantees and other liabilities (including trade payables) and any preferred equity of the Guarantors’ subsidiaries (other than any subsidiaries that are Guarantors of the Notes).

The Guarantors’ guarantees of the Notes and all other obligations of such Guarantor under the Indenture will automatically terminate and such Guarantor will automatically be released from all of its obligations under such guarantee and the Indenture under certain circumstances set forth in the Indenture, including if such Guarantor ceases or substantially contemporaneously ceases to (i) guarantee any Corporate Indebtedness (as defined in the Indenture) (other than the Notes) and (ii) have any outstanding Corporate Indebtedness issued by such Guarantor.

Covenants

The Indenture contains covenants that, subject to a number of exceptions and adjustments, among other things:

• impose certain requirements in order for the Company to merge or consolidate with or transfer all or substantially all of our assets to another person; and

• create liens on the voting stock of certain subsidiaries.

Events of Default

The Indenture also provides for Events of Default which, if any of them occurs, would permit or require the principal of and accrued and unpaid interest on all the outstanding Notes to become or to be declared due and payable.

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The preceding description is qualified in its entirety by reference to the Base Indenture and Officer’s Certificate, copies of which are attached as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information required by this Item 2.03 relating to the Notes and the Indenture is contained in Item 1.01 above and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		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).
4.2		Indenture Officer’s Certificate pursuant to Section 2.02 of the Indenture, dated March 2, 2026 (including the forms of HA Sustainable Infrastructure Capital, Inc.’s 6.000% Green Senior Unsecured Note due 2036).
5.1		Opinion of Clifford Chance US LLP (included in Exhibit 5.1 hereof)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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
Dated: March 2, 2026						Steven L. Chuslo Executive Vice President and Chief Legal Officer

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Filing Exhibits & Attachments

5 documents

Other Documents

• EX-4.2 EX-4.2 100.9 KB
• EX-5.1 EX-5.1 10.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB