HA Sustainable Infrastructure Capital, Inc. filed an Issuer Free Writing Prospectus on November 9, 2026, disclosing pricing terms for a $500,000,000 offering of 7.850% Green Junior Subordinated Notes due 2057.

Key Highlights

  • Offering size: $500,000,000 aggregate principal amount of 7.850% Green Junior Subordinated Notes due 2057, issued at 100% of principal amount.
  • Initial interest rate: 7.850% per year from November 24, 2026 through May 31, 2032, after which the rate resets to the Five-year U.S. Treasury Rate plus a spread of 3.164%, with a floor of 7.850%.
  • Settlement date: November 24, 2026 (T+10), with interest payments on June 1 and December 1 each year, beginning June 1, 2027.
  • Expected ratings: Moody's Ba1 (positive outlook), S&P BB (stable), and Fitch BB (stable), according to the filing.
  • Optional interest deferral: The issuer may defer interest payments for up to 10 consecutive years per deferral period.
  • Change of Control provision: If a Change of Control Event occurs and the issuer does not redeem the notes, the interest rate increases by 5% per annum from the date the applicable notice is sent to holders.
  • Guarantors: Six entities are listed as guarantors, including HAT Holdings I LLC, HAT Holdings II LLC, HAC Holdings I LLC, HAC Holdings II LLC, Hannon Armstrong Sustainable Infrastructure, L.P., and Hannon Armstrong Capital, LLC.

Pricing Terms for HA Sustainable Infrastructure Capital's Green Junior Subordinated Notes

According to the filing, HA Sustainable Infrastructure Capital, Inc., a Delaware corporation, priced $500,000,000 in aggregate principal amount of 7.850% Green Junior Subordinated Notes due 2057 on November 9, 2026. The notes are described as Green Junior Subordinated Notes with a maturity date of June 1, 2057, and were issued at 100% of principal amount. The filing identifies six guarantors, including Hannon Armstrong Sustainable Infrastructure, L.P. and Hannon Armstrong Capital, LLC, among others. Fourteen firms are listed as joint book-running managers, led by Mizuho Securities USA LLC and BofA Securities, Inc. The securities carry CUSIP 40409A AD2 and ISIN US40409AAD28.

The filing discloses that the fixed rate of 7.850% per year applies from the expected issuance date of November 24, 2026, through May 31, 2032. Beginning on June 1, 2032, described as the "First Reset Date," the interest rate will reset to the Five-year U.S. Treasury Rate as of the most recent Reset Interest Determination Date plus a spread of 3.164%, reset on each subsequent Reset Date. The filing specifies that the rate "will not reset below 7.850% (which equals the initial interest rate on the Notes)." Interest is payable on June 1 and December 1 each year, with the first payment due June 1, 2027.

The filing outlines several redemption scenarios. The issuer may redeem the notes at 100% of principal plus accrued interest starting 90 days before the First Reset Date, and on any interest payment date thereafter. A Tax Credit Event Redemption allows redemption at 101% of principal, while a Rating Agency Event Redemption is at 102%. In a Tax Event, redemption is at 100%. Under a Change of Control Event, the issuer may redeem at 101%, or, if it does not redeem and has not given another specified redemption notice, the interest rate increases by 5% per annum. The filing notes that expected ratings are from Moody's, S&P, and Fitch, and states that "a securities rating is not a recommendation to buy, sell or hold securities."

What Was Disclosed

HA Sustainable Infrastructure Capital, Inc. disclosed the final pricing terms for a $500,000,000 offering of 7.850% Green Junior Subordinated Notes due June 1, 2057, including the interest rate structure, reset mechanics, redemption provisions, and a T+10 settlement date of November 24, 2026.