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HA Sustainable Infrastructure Capital, Inc.

For the period ended Sep 30, 2026. Filed Nov 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 6, 2026

HASI$38.90-2.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-07.

0001561894-26-000136

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-06.

0001561894-26-000143

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 147 previous paragraphs and 151 current paragraphs.

100 unchanged; 41 reworded; 6 added; 4 removed; 2 previous and 4 current paragraphs rearranged.

Tables are not compared: 16 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (6)

Current report

•Income from equity method investments in the three months ended September 30, 2026 was $214 million, of which $146 million was allocation of income from projects where tax credits were allocated to other investors in solar projects, as those tax credits reduced the tax equity investors’ ongoing claim on the net assets of the project. Another $35 million was related to an unrealized gain recognized on an equity method investment for which we have elected the fair value option. The unrealized gain was related to an investment in a solar asset servicing platform, and was driven by an increase in the profitability of the platform. Income from equity method investments in the three months ended September 30, 2025 was $125 million, of which $92 million was related to allocations of income related to tax credits allocated to other investors in solar projects.

Current report

•Income from equity method investments was $314 million in the nine months ended September 30, 2026. Of this amount, $306 million was allocation of income from projects where tax credits were allocated to other investors in solar projects, as those tax credits reduced the tax equity investors’ ongoing claim on the net assets of the project. Another $35 million was related to an unrealized gain recognized on an equity method investment on which we have elected the fair value option. The unrealized gain was related to an investment in a solar asset servicing platform, and was driven

Current report

48 - by an increase in the profitability of the platform’s business. These impacts were partially offset by a $70 million equity method investment impairment as discussed in Note 3. Income from equity method investments was $370 million in the nine months ended September 30, 2025. Of this income, $331 million were allocations of income from projects where tax credits were allocated to other investors in solar projects, as those tax credits reduced the tax equity investors’ ongoing claim on the net assets of the project.

Current report

(5)As discussed in Note 6, in the quarter ended June 30, 2026, we exercised protective rights under a loan agreement related to two loans which caused us to consolidate the project company to which the loans were made. During the quarter ended September 30, 2026, we determined that remediation efforts will be more costly than expected when we consolidated the assets, reducing the assets’ net expected cash flows; however, GAAP allows for impairments of long-lived assets only when the balance of such assets is considered to be not recoverable by the undiscounted cash flows attributable to the assets. Accordingly, we have recognized the economic loss related to these additional costs as a non-GAAP measure here and in our Average Annual Realized Loss on Managed Assets metrics below.

Current report

(3)As discussed in Note 6, in the quarter ended June 30, 2026, we exercised protective rights under a loan agreement related to two loans which caused us to consolidate the project company to which the loans were made. During the quarter ended September 30, 2026, we determined that remediation efforts will be more costly than expected when we consolidated the assets, reducing the assets’ net expected cash flows; however, GAAP allows for impairments of long-lived assets only when the balance of such assets is considered to be not recoverable by the undiscounted cash flows attributable to the assets. Accordingly, we have recognized the economic loss related to these additional costs as a non-GAAP measure here and in our Average Annual Realized Loss on Managed Assets metrics below.

Current report

Cash used in investing activities for the nine months ended September 30, 2026 was $776 million higher than the same period ended September 30, 2025. We invested $1.2 billion additional in equity method investments in the current period, which was partially offset by higher equity method distributions classified as investing activities and lower investments in receivables and debt securities.
Removed paragraphs (4)

Previous report

•the term of our leases and a schedule of our future minimum rental income under our land lease agreements as of June 30, 2026;

Previous report

•Income from equity method investments increased by $21 million primarily due to allocations of income related to tax credits allocated to other investors in solar projects, as those tax credits reduced the tax equity investors’ ongoing claim on the net assets of the project, partially offset by $70 million in equity method investment impairments as discussed in Note 3 to our financial statements in this Form 10-Q.

Previous report

•Income from equity method investments decreased by $146 million primarily due to $70 million in equity method investment impairments as discussed in Note 3, as well as allocations of income related to tax credits allocated to other investors in solar projects in the prior year which did not recur.

Previous report

Cash provided by (used in) investing activities for the six months ended June 30, 2026 was $159 million lower than the same period ended June 30, 2025. We invested $394 million additional in equity method investments in the current period, which was offset by $172 million more in principal collected from receivables in the current period as well as the collection of a $63 million reimbursement from a co-investor for CCH1 advances made by us on their behalf in December 2025.
Reworded paragraphs (41)

Previous wording

In this Form 10-Q, unless specifically stated otherwise or the context otherwise indicates, references to “we,” “our,” “us,” and the “Company” refer to HA Sustainable Infrastructure Capital, Inc., a Delaware corporation, Hannon Armstrong Sustainable Infrastructure, L.P., and any of our other subsidiaries. Hannon Armstrong Sustainable Infrastructure, L.P. is a Delaware limited partnership of which we are the sole general partner and to which we refer in this Form 10-Q as our “Operating Partnership.” We invest in projects which, among others things, are focused on reducing the impact of greenhouse gases that have been scientifically linked to climate change. We refer to these gases, which are often for consistency expressed as carbon dioxide equivalents, as carbon emissions.

Current wording

In this Form 10-Q, unless specifically stated otherwise or the context otherwise indicates, references to “we,” “our,” “us,” and the “Company” refer to HA Sustainable Infrastructure Capital, Inc., a Delaware corporation, Hannon Armstrong Sustainable Infrastructure, L.P., and any of our other subsidiaries. Hannon Armstrong Sustainable Infrastructure, L.P. is a Delaware limited partnership of which we are the sole general partners and to which we refer in this Form 10-Q as our “Operating Partnership.” We invest in projects which, among others things, are focused on reducing the impact of greenhouse gases that have been scientifically linked to climate change. We refer to these gases, which are often for consistency expressed as carbon dioxide equivalents, as carbon emissions.

Previous wording

We are an investor in sustainable infrastructure assets advancing the energy transition. With more than $17 billion in Managed Assets, our investment strategy is focused primarily on long-lived real assets that generate long-term recurring cash flows. Our investments take many forms, including equity, joint ventures, real estate, receivables or securities, and other financing transactions. We generate recurring income from net investment income from our portfolio, from income through our residual ownership in securitization and co-investment structures, and from asset management and other services. We also generate income through gain-on-sale securitization transactions, broker/dealer and other services.

Current wording

We are an investor in sustainable infrastructure assets advancing the energy transition. With more than $19 billion in Managed Assets, our investment strategy is focused primarily on long-lived real assets that generate long-term recurring cash flows. Our investments take many forms, including equity, joint ventures, real estate, receivables or securities, and other financing transactions. We generate recurring income from net investment income from our portfolio, from income through our residual ownership in securitization and co-investment structures, and from asset management and other services. We also generate income through gain-on-sale securitization transactions, broker/dealer and other services.

Previous wording

We completed approximately $1.1 billion and $1.7 billion of transactions during the three and six months ended June 30, 2026, respectively, compared to approximately $189 million and $894 million during the same period in 2025, respectively. As of June 30, 2026, our total Managed Assets are $17.6 billion, and include our Portfolio, the portion of assets owned by others in our co-investment vehicle, and other assets in securitization trusts. We held approximately $8.2 billion of transactions on our balance sheet, which we refer to as our “Portfolio.” As of June 30, 2026, our Portfolio consisted of over 600 assets and we seek to manage the diversity of our Portfolio by, among other factors, project type, project operator, type of investment, type of technology, transaction size, geography, obligor and maturity. The fee-generating assets attributable to other investors in our co-investment structures that were not consolidated as part of our Portfolio totaled approximately $1.5 billion.

Current wording

We completed approximately $1.1 billion and $2.8 billion of transactions during the three and nine months ended September 30, 2026, respectively, compared to approximately $649 million and $1.5 billion during the same periods in 2025, respectively. As of September 30, 2026, our total Managed Assets are $19.0 billion, and include our Portfolio, the portion of assets owned by others in our co-investment vehicle, and other assets in securitization trusts. We held approximately $9.1 billion of transactions on our balance sheet, which we refer to as our “Portfolio.” As of September 30, 2026, our Portfolio consisted of over 700 assets and we seek to manage the diversity of our Portfolio by, among other factors, project type, project operator, type of investment, type of technology, transaction size, geography, obligor and maturity. The fee-generating assets attributable to other investors in our co-investment structures that were not consolidated as part of our Portfolio totaled approximately $2.0 billion.

Previous wording

Investing greater than 30% of our equity capital in any single investment requires the approval of a majority of our independent directors. A single investment of greater than 15% of of our equity capital may require the approval of a majority of our independent directors, if the investment does not meet certain board-approved investment criteria. We may adjust the mix and duration of our assets over time in order to allow us to manage various aspects of our Portfolio, including expected risk-adjusted returns, macroeconomic conditions, liquidity, availability of adequate financing for our assets, and our exemption from registration as an investment company under the 1940 Act.

Current wording

Investing greater than 30% of our equity capital in any single investment requires the approval of a majority of our independent directors. A single investment of greater than 15% of our equity capital may require the approval of a majority of our independent directors, if the investment does not meet certain board-approved investment criteria. We may adjust the mix and duration of our assets over time in order to allow us to manage various aspects of our Portfolio, including expected risk-adjusted returns, macroeconomic conditions, liquidity, availability of adequate financing for our assets, and our exemption from registration as an investment company under the 1940 Act.

Previous wording

We have a large and active pipeline of potential new opportunities that are in various stages of our underwriting process. We refer to potential opportunities as being part of our pipeline if we have determined that the project fits within our investment strategy and exhibits the appropriate risk and reward characteristics through an initial credit analysis, including a quantitative and qualitative assessment of the opportunity, as well as research on the relevant market and sponsor. Our pipeline of transactions that could potentially close in the next 12 months consists of opportunities in which we will be the lead originator as well as opportunities in which we may participate with other institutional investors. There can be no assurance with regard to any specific terms of such pipeline transactions or that any or all of the transactions in our pipeline will be completed. As of June 30, 2026, our pipeline consisted of more than $6.5 billion in new equity, debt and real estate opportunities. Of our pipeline, approximately 35% is related to BTM assets, 51% is related to GC assets, and 8% are related to FTN assets, with the remainder related to other sustainable infrastructure.

Current wording

We have a large and active pipeline of potential new opportunities that are in various stages of our underwriting process. We refer to potential opportunities as being part of our pipeline if we have determined that the project fits within our investment strategy and exhibits the appropriate risk and reward characteristics through an initial credit analysis, including a quantitative and qualitative assessment of the opportunity, as well as research on the relevant market and sponsor. Our pipeline of transactions that could potentially close in the next 12 months consists of opportunities in which we will be the lead originator as well as opportunities in which we may participate with other institutional investors. There can be no assurance with regard to any specific terms of such pipeline transactions or that any or all of the transactions in our pipeline will be completed. As of September 30, 2026, our pipeline consisted of more than $6.5 billion in new equity, debt and real estate opportunities. Of our pipeline, approximately 44% is related to BTM assets, 30% is related to GC assets, and 19% are related to FTN assets, with the remainder related to other sustainable infrastructure.

Previous wording

Our Portfolio totaled approximately $8.2 billion as of June 30, 2026 and included approximately $4.1 billion of BTM assets, approximately $2.6 billion of GC assets, and approximately $1.5 billion of FTN assets. Approximately 56% of our Portfolio consisted of equity method investments in renewable energy related projects. Approximately 34% consisted of fixed-rate receivables and debt securities, approximately 6% consisted of floating-rate receivables, and 4% of our Portfolio was real estate leased to renewable energy projects under lease agreements and other Portfolio assets. Our Portfolio consisted of over 600 transactions with an average size of $12 million and the weighted average remaining life of our Portfolio of approximately 16 years as of June 30, 2026. Our Portfolio consisted of the following asset classes as of June 30, 2026:

Current wording

Our Portfolio totaled approximately $9.1 billion as of September 30, 2026 and included approximately $4.4 billion of BTM assets, approximately $3.0 billion of GC assets, and approximately $1.7 billion of FTN assets. Approximately 60% of our Portfolio consisted of equity method investments in renewable energy related projects. Approximately 33% consisted of fixed-rate receivables and debt securities, approximately 6% consisted of floating-rate receivables, and 1% of our Portfolio was real estate leased to renewable energy projects under lease agreements and other Portfolio assets. Our Portfolio consisted of over 700 transactions with an average size of $12 million and the weighted average remaining life of our Portfolio of approximately 15 years as of September 30, 2026. Our Portfolio consisted of the following asset classes as of September 30, 2026:

Previous wording

•Net income increased by $32 million due primarily to an increase in income from equity method investments of $21 million and an increase in revenue of $35 million, offset partially by an increase in total expenses of $6 million and a $19 million increase in income tax expense.

Current wording

•Net income increased by $57 million due primarily to an increase in income from equity method investments of $89 million and an increase in revenue of $11 million, offset partially by an increase in total expenses of $30 million and a $14 million increase in income tax expense.

Previous wording

•Total revenue increased by $35 million due to an increase in interest and rental income of $17 million caused by a higher average asset yield, a $8 million increase in gain on sale of assets driven primarily by the origination of a held-for-sale receivable for which we elected the fair value option in the current period, a $6 million increase in origination fee and other income due to additional investments originated in co-investment structures, and a $4 million increase in management fees and retained interest income due to a larger fee-earning Managed Assets balance.

Current wording

•Total revenue increased by $11 million due to an increase in interest and rental income of $14 million caused by a higher average asset yield and a higher average Portfolio balance, a $9 million increase in origination fee and other income due to additional investments originated in co-investment structures, and a $6 million increase in management fees and retained interest income due to a larger fee-earning Managed Assets balance. These increases were partially offset by a $17 million decrease in gain on sale of assets driven primarily by a lower volume of assets securitized.

Previous wording

•Interest expense increased by $8 million due primarily to a larger average outstanding debt balance and a higher average interest rate driven in part by the issuance of Junior Subordinated Notes that bear a higher interest rate but which reduce our need to issue equity to maintain our desired financial leverage ratio as a result of the partial equity treatment of these instruments by rating agencies. We recorded an $11 million benefit for loss on receivables and retained interests in securitization trusts, driven primarily by loan-specific reserve releases, including the release driven by the consolidation of a project company borrower as discussed in Note 6 to our financial statements in this Form 10-Q.

Current wording

•Interest expense increased by $25 million due primarily to a larger average outstanding debt balance and a higher average interest rate driven in part by the issuance of Junior Subordinated Notes that bear a higher interest rate but which reduce our need to issue equity to maintain our desired financial leverage ratio as a result of the partial equity treatment of these instruments by rating agencies.

Previous wording

•Compensation and benefits expenses increased by $8 million primarily due to growth in the size of the business and timing of incentive-based compensation accrued in the current period.

Current wording

•Compensation and benefits expenses decreased by $6 million primarily due to timing of incentive-based compensation accrued in the prior period. General and administrative expenses increased by $10 million, $8 million of which is attributable to expenses associated with the project company we recently consolidated as discussed in Note 6.

Previous wording

•Income tax expense increased by $19 million primarily due to higher pre-tax book income driven by the items discussed above.

Current wording

•Income tax expense increased by $14 million primarily due to higher pre-tax book income driven by the items discussed above.

Previous wording

Comparison of the Six Months Ended June 30, 2026 vs. Six Months Ended June 30, 2025

Current wording

Comparison of the Nine Months Ended September 30, 2026 vs. Nine Months Ended September 30, 2025

Previous wording

•Net income decreased by $100 million due to a decrease in income from equity method investments of $146 million and an increase in total expenses of $52 million. These impacts were partially offset by increases in total revenue of $62 million and a decrease in income tax expense of $36 million.

Current wording

•Net income decreased by $43 million due to a decrease in income from equity method investments of $57 million and an increase in total expenses of $82 million. These impacts were partially offset by increases in total revenue of $74 million and a decrease in income tax expense of $22 million.

Previous wording

•Total revenue increased by $62 million due to increases in interest and rental income, management fees and retained interest income and origination fee and other income. Interest and rental income increased due to a higher average Portfolio balance and a higher average asset yield. Management fees and retained interest income and origination fee and other income increases were driven by increased investment in a co-investment structure. Gain on sale of assets increased by $12 million driven partially by the origination of a held-for-sale receivable for which we elected the fair value option in the current period.

Current wording

•Total revenue increased by $74 million due to increases in interest and rental income, management fees and retained interest income and origination fee and other income. Interest and rental income increased due to a higher average Portfolio balance and a higher average asset yield. Management fees and retained interest income and origination fee and other income increases were driven by increased investment in a co-investment structure. Gain on sale of assets decreased by $5 million driven partially by a higher volume of assets originated in the prior period on which we elected the fair value option.

Previous wording

•Interest expense increased by $42 million due to a larger average outstanding debt balance and a higher average interest rate driven in part by the issuance of Junior Subordinated Notes that bear a higher interest rate but which reduce our need to issue equity to maintain our desired financial leverage ratio as a result of the partial equity treatment of these instruments by rating agencies. We recorded a benefit for loss on receivables of $6 million driven by loan specific releases, including the release driven by the consolidation of a project company borrower as discussed in Note 6 to our financial statements in this Form 10-Q.

Current wording

•Interest expense increased by $67 million due to a larger average outstanding debt balance and a higher average interest rate driven in part by the issuance of Junior Subordinated Notes that bear a higher interest rate but which reduce our need to issue equity to maintain our desired financial leverage ratio as a result of the partial equity treatment of these instruments by rating agencies.

Previous wording

•Compensation and benefits increased by $19 million primarily due to the acceleration of share-based compensation due to employees meeting certain criteria of the Company’s retirement policy. General and administrative expenses increased $2 million due to growth in the size of the company.

Current wording

•Compensation and benefits increased by $13 million primarily due to the acceleration of share-based compensation due to employees meeting certain criteria of the Company’s retirement policy. General and administrative expenses increased by $12 million, of which $8 million can be attributed to expenses associated with the project company we recently consolidated as discussed in Note 6.

Previous wording

•Income tax expense decreased by $36 million primarily due to lower income before income taxes driven primarily by lower income from equity method investments as discussed above.

Current wording

•Income tax expense decreased by $22 million primarily due to lower income before income taxes driven primarily by lower income from equity method investments as discussed above.

Previous wording

We calculate Adjusted Earnings as GAAP net income (loss) excluding equity-based expenses, provisions for loss on receivables, amortization of intangibles, losses (gains) from modification or extinguishment of debt facilities, and non-cash tax charges and including the earnings attributable to our non-controlling interest of our Operating Partnership. We also make an adjustment to eliminate our portion of fees we earn from related-party co-investment structures, and for our equity method investments in the renewable energy projects as described below. We will use judgment in determining when we will reflect the losses on receivables in our Adjusted Earnings, and will consider certain circumstances such as the time period in default, sufficiency of collateral as well as the outcomes of any related litigation. In the future, Adjusted Earnings may also exclude one-time events pursuant to changes in GAAP and certain other adjustments as approved by a majority of our independent directors.

Current wording

We calculate Adjusted Earnings as GAAP net income (loss) excluding equity-based expenses, provisions for loss on receivables, amortization of intangibles, losses (gains) from modification or extinguishment of debt facilities, and non-cash tax charges and including the earnings attributable to our non-controlling interest of our Operating Partnership. We also make an adjustment to eliminate our portion of fees we earn from related-party co-investment structures, and for our equity method investments in the renewable energy projects as described below. We will use judgment in determining when we will reflect the losses on receivables in our Adjusted Earnings, and will consider certain circumstances such as the time period in default, sufficiency of collateral as well as the outcomes of any related litigation. We may also include economic losses on assets beyond those which are required by GAAP if their inclusion better represents our expected economics. In the future, Adjusted Earnings may also exclude one-time events pursuant to changes in GAAP and certain other adjustments as approved by a majority of our independent directors.

Previous wording

The application of the HLBV method described above results in GAAP income or loss in any one period that is often significantly different from the economic returns achieved from the investment in any one period as a result of the impact of tax allocations, the high levels of depreciation and other non-cash expenses that are common to renewable energy projects and the differences between the agreed upon profit and loss and the cash flow allocations. Thus, in calculating Adjusted Earnings, we adjust GAAP net income (loss) for certain of our investments where there are characteristics as described above to take into account our calculation of the return on capital (based upon the underwritten investment rate), as adjusted to reflect the performance of the project and the cash distributed. In calculating the underwritten investment rate, we make certain assumptions, including the timing and amounts of cash flows generated by our investments, which may differ from actual results, and may update this yield to reflect our most current estimates of project performance. We believe this equity method

Current wording

The application of the HLBV method described above results in GAAP income or loss in any one period that is often significantly different from the economic returns achieved from the investment in any one period as a result of the impact of tax allocations, the high levels of depreciation and other non-cash expenses that are common to renewable energy projects and the differences between the agreed upon profit and loss and the cash flow allocations. Thus, in calculating Adjusted Earnings, we adjust GAAP net income (loss) for certain of our investments where there are characteristics as described above to take into account our calculation of the return on capital (based upon the underwritten investment rate), as adjusted to reflect the performance of the project and the cash distributed. In calculating the underwritten investment rate, we make certain assumptions, including the timing and amounts of cash flows generated by our investments, which may differ from actual results, and may update this yield to reflect our most current estimates of project performance. We believe this equity method investment adjustment to our GAAP net income (loss) in calculating our Adjusted Earnings measure is an important supplement to the income (loss) from equity method investments as determined under GAAP that helps investors understand the economic performance of these investments where HLBV income can differ substantially from the economic returns in any one period.

Previous wording

We have acquired equity investments in portfolios of projects which have the majority of the distributions payable to more senior investors in the first few years of the project. The following table provides results related to our equity method investments for the three and six months ended June 30, 2026 and 2025.

Current wording

We have acquired equity investments in portfolios of projects which have the majority of the distributions payable to more senior investors in the first few years of the project. The following table provides results related to our equity method investments for the three and nine months ended September 30, 2026 and 2025.

Previous wording

The table below provides a reconciliation of our GAAP net income (loss) to Adjusted Earnings for the three and six months ended June 30, 2026 and 2025.

Current wording

The table below provides a reconciliation of our GAAP net income (loss) to Adjusted Earnings for the three and nine months ended September 30, 2026 and 2025.

Previous wording

(5)Included in Interest expense within our statements of operations.

Current wording

(6)Included in Interest expense within our statements of operations.

Previous wording

(6)Includes impact of cash paid for state income taxes during the three and six months ended June 30, 2026.

Current wording

(7)Includes impact of cash paid for state income taxes during the three and nine months ended September 30, 2026.

Previous wording

(7)Shares used to calculate Adjusted Earnings per share represents the weighted average number of shares outstanding including our issued unrestricted common shares, restricted stock awards, restricted stock units, long-term incentive plan units, and the non-controlling interest in our Operating Partnership. We include any potential common stock issuances related to share based compensation units in the amount we believe is reasonably certain to vest. As it relates to Convertible Notes, we assess whether the instrument is more akin to debt or equity based on the value of the underlying shares compared to the conversion price during each period. If the instrument is determined to be more debt-like then we will include any related interest expense and exclude the underlying shares issuable upon conversion of the instrument. If the instrument is determined to be more equity-like and is more dilutive when treated as equity then we will exclude any related interest expense and include the weighted average shares underlying the instrument. We will consider the impact of any capped calls we hold in assessing whether an instrument is equity-like or debt-like.

Current wording

(8)Shares used to calculate Adjusted Earnings per share represents the weighted average number of shares outstanding including our issued unrestricted common shares, restricted stock awards, restricted stock units, long-term incentive plan units, and the non-controlling interest in our Operating Partnership. We include any potential common stock issuances related to share based compensation units in the amount we believe is reasonably certain to vest. As it relates to Convertible Notes, we assess whether the instrument is more akin to debt or equity based on the value of the underlying shares compared to the conversion price during each period. If the instrument is determined to be more debt-like then we will include any related interest expense and exclude the underlying shares issuable upon conversion of the instrument. If the instrument is determined to be more equity-like

Previous wording

The following is a reconciliation of our GAAP-based net investment income to our Adjusted Recurring Net Investment Income for the three and six months ended June 30, 2026 and 2025:

Current wording

The following is a reconciliation of our GAAP-based net investment income to our Adjusted Recurring Net Investment Income for the three and nine months ended September 30, 2026 and 2025:

Previous wording

(3)Included in Interest expense within our statements of operations.

Current wording

(4)Included in Interest expense within our statements of operations.

Previous wording

(4)GAAP net income includes an elimination of the intercompany portion of ongoing asset management fees received from co-investment structures in the Equity method income line item. Since GAAP Equity method income is not a component of this metric, we include the elimination of the management fee through this adjustment.

Current wording

(5)GAAP net income includes an elimination of the intercompany portion of ongoing asset management fees received from co-investment structures in the Equity method income line item. Since GAAP Equity method income is not a component of this metric, we include the elimination of the management fee through this adjustment.

Previous wording

(1)In the quarter ended June 30, 2026, we exercised certain of our protective rights under a loan agreement to a project company, which caused us to obtain the ability to direct the significant activities related to the projects, and accordingly to consolidate the project company to which the loans were made. This amount includes $165 million of in-construction fixed assets we consolidated, net of a $25 million liability to be paid upon project completion and $14 million of non-controlling interest, representing our economic claim on these assets.

Current wording

(1)In the quarter ended June 30, 2026, we exercised certain of our protective rights under a loan agreement to a project company, which caused us to obtain the ability to direct the significant activities related to the projects, and accordingly to consolidate the project company to which the loans were made. This amount includes $174 million of in-construction fixed assets we consolidated, net of a $25 million liability to be paid upon project completion and $16 million of non-controlling interest, representing our economic claim on these assets.

Previous wording

(2)Represents assets in our co-investment structures which are attributable to our co-investors and on which we earn an asset management fee. Total assets in co-investment structures are $2.9 billion and $1.9 billion as of June 30, 2026 and December 31, 2025, respectively. There are $1.4 billion of closed transactions which have not yet funded as of June 30, 2026.

Current wording

(2)Represents assets in our co-investment structures which are attributable to our co-investors and on which we earn an asset management fee. Total assets in co-investment structures are $3.9 billion and $1.9 billion as of September 30, 2026 and December 31, 2025, respectively. There are $0.3 billion of closed transactions which have not yet funded as of September 30, 2026.

Previous wording

Liquidity is a measure of our available cash and committed short term borrowing capacity. We carefully manage and forecast our liquidity sources and uses on a frequent basis. Our sources of liquidity typically include collections from our Portfolio, cash proceeds from asset sales and securitizations, fee revenue, proceeds from debt transactions, and proceeds from equity transactions. Our uses of liquidity typically include funding investments, operating expenses (including cash compensation), interest and principal payments on our debt, and stockholder dividends and limited partner distributions.

Current wording

Liquidity is a measure of our available cash and committed short term borrowing capacity. We carefully manage and forecast our liquidity sources and uses on a frequent basis. Our sources of liquidity typically include collections from our Portfolio, cash proceeds from asset sales and securitizations, fee revenue, proceeds from debt transactions, and proceeds from

Previous wording

(1) As a credit enhancement for our Standalone Commercial Paper Notes, we reserve capacity under our unsecured revolving credit facility for the principal amount of any outstanding Standalone Commercial Paper Notes, if any. As of June 30, 2026, we had no outstanding Standalone Commercial Paper Notes.

Current wording

(1) As a credit enhancement for our Standalone Commercial Paper Notes, we reserve capacity under our Unsecured Revolving Credit Facility for the principal amount of any outstanding Standalone Commercial Paper Notes. As of September 30, 2026, that reserved capacity was $420 million, and we have presented the available capacity under our unsecured revolving credit facility of $2.2 billion as reduced by that amount.

Previous wording

Capital markets activity during the six months ended June 30, 2026

Current wording

Capital markets activity during the nine months ended September 30, 2026

Previous wording

During the six months ended June 30, 2026, we issued $600 million principal amount of Junior Subordinated Notes due November 2056 and $400 million principal amount of Senior Notes due 2036. We used a portion of the proceeds of these issuances to redeem the outstanding $450 million principal amount of our 8.00% Senior Notes due 2027, with the remaining proceeds used to temporarily pay down short-term borrowings and ultimately invest in Portfolio assets. We used existing liquidity to redeem the outstanding $600 million principal amount of our 3.375% Senior Notes due 2026. We issued $1 billion principal amount of Senior Notes due 2033, and used a portion of the proceeds to pay down our Secured Term Loan. We did not issue any equity during the six months ended June 30, 2026.

Current wording

During the nine months ended September 30, 2026, we issued $600 million principal amount of Junior Subordinated Notes due November 2056 and $400 million principal amount of Senior Notes due 2036. We used a portion of the proceeds of these issuances to redeem the outstanding $450 million principal amount of our 8.00% Senior Notes due 2027, with the remaining proceeds used to temporarily pay down short-term borrowings and ultimately invest in Portfolio assets. We used existing liquidity to redeem the outstanding $600 million principal amount of our 3.375% Senior Notes due 2026. We issued $1 billion principal amount of Senior Notes due 2033, and used a portion of the proceeds to pay down our Secured Term Loan. We did not issue any equity during the nine months ended September 30, 2026.

Previous wording

In July 2026, we replaced the Prior Unsecured Revolving Credit Facility when we entered into the Unsecured Revolving Credit Facility, which increased the maximum outstanding borrowing amount to $2.25 billion, and lowered the applicable margin applied to the benchmark rate by 10 basis points. The New Unsecured Revolving Credit Facility matures in 2031. We also replaced our Prior Unsecured Term Loan Facility and delayed-draw facility with a new Unsecured Term Loan Facility which has a balance of $400 million and matures in 2029. The applicable margin to the benchmark rate decreased by 47.5 basis points when compared to the Prior Unsecured Term Loan Facility.

Current wording

In July 2026, we replaced the Prior Unsecured Revolving Credit Facility when we entered into the Unsecured Revolving Credit Facility, which increased the maximum outstanding borrowing amount to $2.25 billion, and lowered the applicable margin applied to the benchmark rate by 10 basis points. The Unsecured Revolving Credit Facility matures in 2031. We also replaced our Prior Unsecured Term Loan Facility and delayed-draw facility with a new Unsecured Term Loan Facility which has a balance of $400 million and matures in 2029. The applicable margin to the benchmark rate decreased by 47.5 basis points when compared to the Prior Unsecured Term Loan Facility. We also entered into the Secured Credit Facility, which has a maximum outstanding borrowing amount of $175 million and matures on the earlier of September 2031 or the date that is 45 days before the maturity date of our Unsecured Revolving Credit Facility.

Previous wording

The maturity profile of our long-term recourse debt obligations as of June 30, 2026, is shown in the table below.

Current wording

The maturity profile of our long-term recourse debt obligations as of September 30, 2026, is shown in the table below. Amounts exclude $420 million principal amount of Standalone Commercial Paper Notes which mature in 2026, as we have reserved capacity under our Unsecured Revolving Credit Facility for such amounts as described above, and $55 million of Credit-Enhanced Commercial Paper Notes.

Previous wording

The amount of financial leverage we may use will depend upon our target capital structure and the availability of particular types of financing and our assessment of the credit, liquidity, price volatility and other risks of such assets, and the interest rate environment. As shown in the table below, our debt to equity ratio was approximately 1.7 to 1 as of June 30, 2026, within our target operating range of between 1.5 to 1 and 2.0 to 1, and below our current board-approved leverage limit of up to 2.5 to 1. Our debt to equity ratio reflects 50% of our outstanding principal amount of Junior Subordinated Notes as equity as consistent with the treatment by rating agencies and as approved by our board. Our percentage of fixed rate debt including the impact of our interest rate derivatives was approximately 95% as of June 30, 2026, which is within our targeted fixed rate debt percentage range of 75% to 100%. Our targeted fixed rate debt range allows for percentages as low as 70% on a short term basis if we intend to repay or swap floating rate borrowings in the near term.

Current wording

The amount of financial leverage we may use will depend upon our target capital structure and the availability of particular types of financing and our assessment of the credit, liquidity, price volatility and other risks of such assets, and the interest rate environment. As shown in the table below, our debt to equity ratio was approximately 1.8 to 1 as of September 30, 2026, within our target operating range of between 1.5 to 1 and 2.0 to 1, and below our current board-approved leverage limit of up to 2.5 to 1. Our debt to equity ratio reflects 50% of our outstanding principal amount of Junior Subordinated Notes as equity as consistent with the treatment by rating agencies and as approved by our board. Our percentage of fixed rate debt including the impact of our interest rate derivatives was approximately 87% as of September 30, 2026, which is within our targeted fixed rate debt percentage range of 75% to 100%. Our targeted fixed rate debt range allows for percentages as low as 70% on a short term basis if we intend to repay or swap floating rate borrowings in the near term.

Previous wording

We had approximately $281 million and $145 million of unrestricted cash, cash equivalents, and restricted cash as of June 30, 2026 and December 31, 2025, respectively. The following table summarizes our cash flows for the six months ended June 30, 2026 and 2025. See our statements of cash flows for full details on the components of each category of cash flows. As discussed above, Adjusted Cash from Operations plus Other Portfolio Collections was $456 million for the six months ended June 30, 2026.

Current wording

We had approximately $115 million and $145 million of unrestricted cash, cash equivalents, and restricted cash as of September 30, 2026 and December 31, 2025, respectively. The following table summarizes our cash flows for the nine months ended September 30, 2026 and 2025. See our statements of cash flows for full details on the components of each category of cash flows. As discussed above, Adjusted Cash from Operations plus Other Portfolio Collections was $810 million for the nine months ended September 30, 2026.

Previous wording

Cash provided by (used in) operating activities for the six months ended June 30, 2026 was $41 million higher than the same period ended June 30, 2025. Net income was $100 million lower in the current period, and there was a greater adjustment to net income of $141 million when compared to the prior period. This increase to cash provided by operating activities was driven primarily by equity method investments, where $40 million more in equity method investment distributions were classified as operating.

Current wording

Cash provided by (used in) operating activities for the nine months ended September 30, 2026 was $219 million higher than the same period ended September 30, 2025. Net income was $43 million lower in the current period, and there was a greater adjustment to net income of $262 million when compared to the prior period. This increase to cash provided by operating activities was driven by equity method investments, where $111 million more in equity method investment distributions were classified as operating, and by $162 million less in change in receivables held for sale.

Previous wording

Cash provided by (used in) financing activities for the six months ended June 30, 2026 was $300 million greater than the same period ended June 30, 2025. Net borrowings from long-term capital sources including Senior Notes, Convertible Notes, Junior Subordinated Notes, and term loans were $948 million higher than in the prior period. We had $527 million lower net borrowings from short-term sources including our unsecured revolving credit facility and our commercial paper programs. We also issued $120 million in common stock in the prior period, which did not recur in the current period.

Current wording

Cash provided by (used in) financing activities for the nine months ended September 30, 2026 was $358 million greater than the same period ended September 30, 2025. Net borrowings from long-term capital sources including Senior Notes, Convertible Notes, Junior Subordinated Notes, and term loans were $877 million higher than in the prior period. We had $353 million lower net borrowings from short-term sources including our unsecured revolving credit facility and our commercial paper programs. We also issued $187 million in common stock in the prior period, which did not recur in the current period.

Showing the first 40 of 41 pairs. Open the source sections for the rest.

Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

•We recorded a $3 million provision for loss on receivables and retained interests in securitization trusts, driven primarily by loan-specific reserves during the period.

Current report — wording carried from elsewhere

•We recorded a benefit for loss on receivables of $3 million driven by loan specific releases, including the release driven by the consolidation of a project company borrower as discussed in Note 6 to our financial statements in this Form 10-Q, offset partially by loan-specific reserves made in the nine months ended September 30, 2026.

Current report — wording carried from elsewhere

51 - and is more dilutive when treated as equity then we will exclude any related interest expense and include the weighted average shares underlying the instrument. We will consider the impact of any capped calls we hold in assessing whether an instrument is equity-like or debt-like.

Current report — wording carried from elsewhere

56 - equity transactions. Our uses of liquidity typically include funding investments, operating expenses (including cash compensation), interest and principal payments on our debt, and stockholder dividends and limited partner distributions.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

47 - investment adjustment to our GAAP net income (loss) in calculating our Adjusted Earnings measure is an important supplement to the income (loss) from equity method investments as determined under GAAP that helps investors understand the economic performance of these investments where HLBV income can differ substantially from the economic returns in any one period.

Previous report — wording carried elsewhere

We have relationships with non-consolidated entities or financial partnerships, often referred to as structured investment vehicles, special purpose entities, or variable interest entities, established to facilitate the sale of securitized assets. We have