HA SUSTAINABLE INFRA CAP INC SEC Filings

T. Rowe Price Investment Management, Inc. filed a Schedule 13G reporting beneficial ownership of 6,604,443 shares of HA Sustainable Infrastructure Cap Inc common stock, representing 5.2% of the class as of 12/31/2025.

The firm reports sole voting power over 6,573,675 shares and sole dispositive power over 6,604,443 shares, with no shared voting or dispositive power. It states the position was acquired and is held in the ordinary course of business and not for the purpose of changing or influencing control of the company, and expressly denies beneficial ownership beyond what is required for this report.

HASI reports on a growing sustainable infrastructure platform centered on clean energy and climate solutions. The company manages about $16.1 billion in assets, including a $7.6 billion on-balance-sheet portfolio across behind-the-meter, grid-connected, and fuels, transport, and nature markets.

In 2025, HASI closed roughly $4.3 billion of transactions and describes a more than $6.5 billion pipeline of new equity, debt, and real estate opportunities. It uses co-investments and securitizations, including the CarbonCount Holdings 1 LLC structure with up to $4.5 billion of capital, to scale while limiting equity issuance.

The firm issued $500 million of junior subordinated notes due 2056 and obtained a third investment-grade credit rating, supporting its target leverage range of 1.8–2.0 times debt to equity. As of June 30, 2025, non‑affiliate market value of common stock was about $3.3 billion, with 128,184,572 shares outstanding as of February 9, 2026.

HASI emphasizes climate impact and governance, tracking avoided emissions via its CarbonCount methodology, publishing detailed sustainability and human capital disclosures, and operating under robust board and governance structures. It revoked REIT status effective 2024 and is now taxed as a C corporation.

HA Sustainable Infrastructure Capital, Inc. reported strong 2025 growth in its core business while GAAP earnings softened. The company closed a record $4.3 billion of new investments, up 87% year-over-year, and grew Managed Assets 18% to $16.1 billion, with Portfolio yield improving to 8.8%.

Adjusted EPS rose 10% to $2.70 and Adjusted ROE increased to 13.4%, supported by a 25% jump in Adjusted Recurring Net Investment Income to $362 million. GAAP diluted EPS declined to $1.41 from $1.62 as equity method investment results and higher interest expense weighed on net income. HASI introduced 2028 guidance for Adjusted EPS of $3.50–$3.60, Adjusted ROE above 17%, and raised its quarterly dividend to $0.425 per share for Q1 2026.

Wellington Management Group LLP and affiliates filed an amended Schedule 13G reporting a significant passive stake in HA Sustainable Infrastructure Capital, Inc. They report beneficial ownership of 13,053,214 shares of common stock, representing about 10.3% of the class as of December 31, 2025.

The group reports no sole voting or dispositive power, but shared voting power over up to 9,780,770 shares and shared dispositive power over up to 13,053,214 shares through investment adviser subsidiaries whose clients own the shares of record.

HA Sustainable Infrastructure Capital, Inc. entered into a Fifth Amendment to its revolving credit facility, increasing available revolving commitments by $175 million to a total of $1.825 billion. The amended facility remains a 4-year, unsecured CarbonCount®-based revolving credit agreement with JPMorgan Chase Bank, N.A. as administrative agent and Natixis, New York Branch and The Bank of Nova Scotia among the lenders. This change partially uses the accordion feature under the existing credit agreement, expanding the company’s committed borrowing capacity under its main revolving credit line.

HA Sustainable Infrastructure Capital, Inc. expanded its partnership with KKR by agreeing that each will make an additional capital commitment of $500 million, creating $1 billion of new investment capacity for CarbonCount Holdings 1 LLC. This co-investment vehicle is designed to provide long-term capital solutions for sustainable infrastructure projects across the United States.

The two partners also agreed to extend the investment period to the earlier of the end of 2027 or when all capital commitments have been fully utilized, giving the vehicle more time to deploy this additional funding into qualifying projects.

HA Sustainable Infrastructure Capital, Inc. announced that Steven L. Chuslo, its Executive Vice President, Chief Legal Officer and Secretary, will transition to a strategic advisor role. The effective date of this transition is expected to be April 17, 2026, and the company notes its appreciation for his 18 years of service.

In connection with this change and pursuant to his employment agreement, the company delivered a notice of non-renewal to Mr. Chuslo on December 10, 2025, which, if he executes and does not revoke a waiver and release of claims, entitles him to certain payments and benefits under that agreement. The company has begun a nationwide search for his successor using a leading executive search firm to evaluate internal and external candidates. HA Sustainable Infrastructure Capital and Mr. Chuslo also entered into a consulting agreement dated December 10, 2025, under which he will provide strategic consulting services from April 17, 2026 through April 16, 2027, with the term extendable by mutual agreement.

HA Sustainable Infrastructure Capital, Inc. increased the size of its unsecured CarbonCount®-based revolving credit facility by $100 million, raising total available revolving commitments from $1.550 billion to $1.650 billion. The 4-year facility is provided under an amended credit agreement with JPMorgan Chase Bank, N.A. as administrative agent and ING Capital LLC as lender, and continues to be structured as an unsecured revolving line of credit.

The company used the accordion feature in the existing credit agreement to effect this increase, which is documented in a Fourth Amendment executed on December 9, 2025. Prior amendments to the agreement in 2024 and 2025 remain in place, and the latest amendment is filed as an exhibit for reference.