| Item 7.01 |
Regulation FD Disclosure |
On February 18, 2026, 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 (the “Notes”).
HASI is pursuing an 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 (i) temporarily repay a portion of the outstanding borrowings under its $1.825 billion unsecured credit facility, (ii) temporarily repay a portion of the outstanding borrowings under its commercial paper program that is supported by a $125 million direct pay letter of credit from Bank of America, N.A. entered into on September 4, 2021 or its commercial paper program entered into on December 2, 2024 or (iii) redeem all or a lesser amount of the outstanding principal amount of the 8.00% Senior Notes due 2027.
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 February 18, 2026, 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 (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 $16 billion in Managed Assets as of December 31, 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 170 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, programmatic 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: