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

Rhea-AI Filing Summary

HA Sustainable Infrastructure Capital, Inc. is issuing and selling $500 million aggregate principal amount of 8.000% Green Junior Subordinated Notes due 2056 under an underwriting agreement with a syndicate led by Mizuho, J.P. Morgan, BofA Securities and Truist Securities. The Notes will be sold at a public offering price equal to 100% of their aggregate principal amount. At issuance, the Notes will be guaranteed on a subordinated basis by several affiliated entities, including Hannon Armstrong Sustainable Infrastructure, L.P. The company plans to use the net proceeds initially to temporarily repay borrowings under its unsecured revolving credit facility or its commercial paper programs, and then to allocate an amount equal to the net proceeds to acquire, invest in or refinance eligible green projects, including recent and near-term disbursements.

Insights

Credit & Capital Structure Analyst

$500M 8% green subordinated notes refinance short-term debt and fund projects.

HA Sustainable Infrastructure Capital, Inc. has agreed to issue $500 million of 8.000% Green Junior Subordinated Notes due 2056, sold at 100% of principal. These are long-dated junior subordinated instruments, which typically rank below senior debt and above equity, and carry a relatively high fixed coupon reflecting their position in the capital structure.

The company intends to use net proceeds to temporarily repay borrowings under its unsecured revolving credit facility or commercial paper programs, then allocate an amount equal to those proceeds to eligible green projects. This shifts a portion of shorter-term funding into long-dated subordinated debt while aligning with green financing criteria. Actual impact on leverage, interest expense and coverage will depend on existing debt levels and the size and timing of qualifying green investments.

The Notes are guaranteed on a subordinated basis by several affiliates, including Hannon Armstrong Sustainable Infrastructure, L.P., which may be relevant to recovery profiles across the group’s entities. The offering is registered on Form S-3ASR, with terms described in a base prospectus and prospectus supplements dated November 13, 2025, providing a framework for investors to assess the security relative to other outstanding instruments.

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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 13, 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 1.01 Entry into a Material Definitive Agreement

On November 13, 2025, HA Sustainable Infrastructure Capital, Inc. (the “Company”) and the Guarantors (as defined below) entered into an underwriting agreement (the “Underwriting Agreement”) with Mizuho Securities USA LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. 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 8.000% Green Junior Subordinated Notes due 2056 (the “Notes”), in accordance with the terms and conditions set forth in the Underwriting Agreement. The Notes will be sold at a public offering price of 100% of the aggregate principal amount thereof.

At issuance, the 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 Notes is expected to occur on November 20, 2025, 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 unsecured revolving credit facility or (ii) temporarily repay a portion of the outstanding borrowings under the Company’s commercial paper programs. 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 sale of the Notes has been registered with the Securities and Exchange Commission in a registration statement on Form S-3ASR, File No. 333-285461 (the “Registration Statement”). The terms of the Notes are described in the base prospectus included in the Registration Statement, as supplemented by a preliminary prospectus supplement dated November 13, 2025 and a final prospectus supplement dated November 13, 2025.

The preceding description is qualified in its entirety by reference to the 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.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated November 13, 2025, 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, J.P. Morgan Securities LLC, BofA Securities, Inc. 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/ Steven L. Chuslo
		Steven L. Chuslo
		Executive Vice President and Chief Legal Officer

Date: November 19, 2025

FAQ

What did HA Sustainable Infrastructure Capital, Inc. (HASI) announce in this 8-K?

The company entered into an underwriting agreement to issue and sell $500 million aggregate principal amount of its 8.000% Green Junior Subordinated Notes due 2056 at a public offering price of 100% of principal.

What are the key terms of HASI's new green junior subordinated notes?

HASI is issuing 8.000% Green Junior Subordinated Notes due 2056 with an aggregate principal amount of $500 million, sold at 100% of their aggregate principal amount and guaranteed on a subordinated basis by several affiliated guarantors.

How does HASI plan to use the net proceeds from the $500 million notes offering?

HASI intends to use net proceeds to temporarily repay borrowings under its unsecured revolving credit facility or commercial paper programs, and to allocate an amount equal to those proceeds to acquire, invest in or refinance eligible green projects.

What qualifies as an eligible green project for HASI's note proceeds?

Eligible green projects include new and/or existing projects with disbursements made during the twelve months preceding the notes’ issue date and projects with disbursements to be made within two years following the issue date, which the company will acquire, invest in or refinance in whole or in part.

When is the offering of HASI's 8.000% Green Junior Subordinated Notes expected to close?

The closing of the offering is expected to occur on November 20, 2025, subject to customary closing conditions.

Who are the underwriters for HASI's $500 million green junior subordinated notes?

The underwriters are led by Mizuho Securities USA LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. and Truist Securities, Inc., acting as representatives of the several underwriters.

On what registration statement are HASI's new notes registered?

The sale of the Notes has been registered with the SEC under Form S-3ASR, File No. 333-285461, with terms described in a base prospectus and related prospectus supplements dated November 13, 2025.