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)

~~June~~July 2614, 2026 ~~(June 24, 2026)~~

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~~Into a Material Definitive Agreement.

~~Indenture~~On July ~~and~~14, 2026, HA Sustainable Infrastructure Capital, Inc. (the “Company”) as borrower, entered into a new $2.250 billion, 5-year unsecured revolving credit facility pursuant to a CarbonCount®-based revolving credit agreement (the “New Credit Agreement”) with JPMorgan Chase Bank, N.~~950%~~A. ~~Green~~(“JPMorgan”) as administrative agent, sole bookrunner, sustainability structuring agent and lead arranger, Citibank, N.A., Coöperatieve Rabobank U.A., Credit Agricole Corporate and Investment Bank, ING Capital LLC, Mizuho Bank, Ltd., Morgan Stanley Senior ~~Unsecured~~Funding, Inc., Royal Bank of Canada, Sumitomo ~~Notes~~Mitsui ~~due~~Banking ~~2033~~Corporation and Truist Bank as documentation agents, the loan parties from time to time party thereto and the lenders party thereto. The obligations of the Company under the New Credit Agreement are guaranteed by certain subsidiaries of the Company. The New Credit Agreement replaces the Company’s prior $1.825 billion unsecured credit facility entered into in April 2024 (the “Prior Credit Agreement”). Each of the existing 18 relationship bank lenders committed under the New Credit Agreement participated in the Prior Credit Agreement.

~~On June 24, 2026, HA Sustainable~~The ~~Infrastructure~~following ~~Capital,~~table ~~Inc.,~~summarizes acertain ~~Delaware~~key ~~corporation~~changes ~~(the~~reflected “Company”), issued $1,000,000,000 aggregate principal amount of 5.950% green senior unsecured notes due 2033 (the “Notes”) under an indenture, dated as of June 24, 2026 (the “Indenture”), by and among the Company, Hannon Armstrong Sustainable Infrastructure, L.P., a Delaware limited partnership (the “Operating Partnership”), Hannon Armstrong Capital, LLC, a Maryland limited liability company (“HAC”), HAT Holdings I LLC, a Maryland limited liability company (“HAT I”), HAT Holdings II LLC, a Maryland limited liability company (“HAT II”), HAC Holdings I LLC, a Delaware limited liability company (“HAC Holdings I”) and HAC Holdings II LLC, a Delaware limited liability company (“HAC Holdings II,” and collectively with the Operating Partnership, HAC, HAT I, HAT II and HAC Holdings I, the “Guarantors”), as guarantors, and U.S. Bank Trust Company, National Association, as trustee. The Notes were issued in ~~a private offering exempt from~~ the ~~registration~~New ~~requirements~~Credit ofAgreement ~~the Securities Act of 1933,~~ as ~~amended~~compared ~~(the “Securities Act”),~~ to ~~qualified institutional buyers within~~ the ~~United~~Prior ~~States~~Credit ~~in accordance with Rule 144A under the Securities Act and to non-U~~Agreement.S. persons in offshore transactions in accordance with Regulation S under the Securities Act. The Notes are subject to restrictions on transfer and may only be offered or sold in transactions exempt from or not subject to the registration requirements of the Securities Act and other applicable securities laws. The Company intends to register the Notes with the Securities and Exchange Commission (the “SEC”); see “Registration Rights” below for more information.

The Company intends to utilize the net proceeds of the offering to (i) temporarily repay a portion of the outstanding borrowings under the Company’s unsecured credit facility or (ii) temporarily repay a portion of the outstanding borrowings under the Company’s credit-enhanced commercial paper program or the Company’s standalone commercial paper program. The Company will use cash equal to the net proceeds from this offering 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 12 months preceding the issue date 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, the Company intends to invest an amount equal to such net proceeds in interest-bearing accounts and short-term, interest-bearing securities.

Term	New Credit Agreement	Prior Credit Agreement
Revolving Commitment	$2,250,000,000	$1,825,000,000
Maturity	July 2031	April 2028
Current Interest Rate on Drawn Amounts	Current spread of 157.5 bps + Term SOFR (or the applicable benchmark). The current spread is based on the Company’s current credit rating adjusted for the applicable CarbonCount®-based sustainability adjustment of 5 bps.	Current spread of 167.5 bps + Term SOFR (or the applicable benchmark). The current spread is based on the Company’s current credit rating plus 10 bps adjusted for the applicable CarbonCount®-based sustainability adjustment of 5 bps.
Current Commitment Fee Rate on Undrawn Amounts	Current commitment fee of 27 bps based on the Company’s credit rating adjusted for the applicable CarbonCount®-based sustainability adjustment on undrawn amounts.	Current commitment fee of 29.5 bps based on the Company’s credit rating adjusted for the applicable CarbonCount®-based sustainability adjustment on undrawn amounts.

The ~~Notes~~New ~~bear~~Credit Agreement bears interest at a rate of ~~5.950% per~~the ~~year,~~Term ~~payable~~SOFR ~~semi-annually~~Rate (as defined in ~~arrears~~the onNew ~~January~~Credit 15Agreement) ~~and~~or ~~July~~the 15applicable ofbenchmark plus ~~each~~an ~~year,~~applicable ~~beginning~~ margin ranging from 1.25% to 2.125% based on ~~January~~the 15Company’s current credit rating, ~~2027~~which may be adjusted upward or downward up to 0.10% to the extent the Company achieves certain CarbonCount® levels. The ~~Notes~~New ~~will~~Credit ~~mature~~Agreement has a commitment fee on ~~July~~undrawn ~~15,~~amounts ~~2033~~ranging from 0.20% to 0.45% based on the Company’s current credit rating, ~~unless~~which ~~earlier~~may ~~repurchased~~be adjusted upward or ~~redeemed~~downward up to 0.01% to the extent the Company achieves certain CarbonCount® levels. For the current interest rate on drawn amounts and current fee rate on undrawn amounts under the New Credit Agreement, see the table above.

The New ~~following~~Credit isAgreement acontains ~~brief~~terms, ~~description~~conditions, covenants, and representations and warranties that are customary and typical for a transaction of this nature, including various affirmative and negative covenants, and limitations on the ~~terms~~incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the ~~Notes~~nature of business, transactions with affiliates, use of proceeds, stock repurchases, and dividends the ~~Indenture~~Company declares. The New Credit Agreement also includes customary events of default and remedies.

~~Change~~A copy of ~~Control~~the New Credit Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the descriptions of the material terms of the New Credit Agreement in this Item 1.01 are qualified in their entirety by reference to such Exhibit, which is incorporated herein by reference.

IfThe above asummary ~~Change~~ of ~~Control~~the ~~Repurchase Event~~terms ~~(as~~of ~~defined in~~ the ~~Indenture)~~Prior Credit ~~occurs,~~Agreement is ~~the~~not ~~Company~~a ~~will~~complete bedescription ~~required~~thereof ~~(unless~~and ~~the~~is ~~Company~~qualified ~~has~~in ~~exercised~~ its ~~right to redeem all of~~entirety ~~the Notes~~ by ~~sending~~the afull ~~notice~~text of ~~redemption)~~the toPrior ~~offer~~Credit toAgreement ~~repurchase~~and ~~all of~~ the ~~outstanding~~amendments ~~Notes~~thereto, atwhich aare ~~purchase~~filed ~~price~~as ~~equal~~Exhibits to1.2, ~~101%~~1.3, ~~of the~~1.4, ~~principal~~1.5, ~~amount~~1.6 ~~thereof~~and ~~plus~~1.7 to ~~accrued~~this ~~and~~Current ~~unpaid~~Report ~~interest,~~on Form ~~if any~~8-K, ~~to,~~and ~~but~~are ~~excluding,~~incorporated ~~the~~herein ~~date~~by ~~of repurchase~~reference.

~~Optional~~- ~~Redemption~~2 -

~~Prior~~Item to1.02. ~~May~~Termination ~~15, 2033, the Company may redeem some or all~~ of ~~the Notes, at the Company’s option, at any time and from time to time at~~ a ~~price~~Material ~~equal~~Definitive to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of the applicable redemption date, together with accrued but unpaid interest, if any, to, but excluding, the applicable date of redemptionAgreement.

On orJuly 14, ~~after~~2026, ~~May~~in ~~15,~~connection ~~2033,~~ with the Company’s ~~may~~entry ~~redeem~~into ~~some~~the orNew ~~all~~Credit ofAgreement ~~the~~described ~~Notes~~in Item 1.01 above, atthe Company terminated the Prior Credit Agreement. The Company’s ~~option,~~had atno ~~any~~outstanding ~~time~~loans ~~from~~under ~~time~~the toPrior ~~time~~Credit atAgreement aand ~~price~~all ~~equal~~other toobligations ~~100% of~~under the Prior ~~principal~~Credit ~~amount~~Agreement ~~thereof~~have ~~together~~been paid, with ~~accrued~~the ~~and~~exception ~~unpaid~~of ~~interest,~~letters ifof ~~any,~~credit ~~to,~~issued ~~but~~under ~~excluding~~ the ~~applicable~~Prior ~~date~~Credit ofAgreement ~~redemption~~which are now issued under the New Credit Agreement.

~~Guarantees~~Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

~~When~~The ~~the Notes are first issued~~information ~~they~~set ~~will~~forth beabove ~~guaranteed~~under ~~solely~~“Item ~~by the Guarantors~~1.01. ~~None~~Entry ofinto ~~the~~a ~~Company’s~~Material ~~other~~Definitive ~~current~~Agreement” oris ~~future~~incorporated ~~subsidiaries~~herein ~~will~~by ~~be required to guarantee the Notes in the future~~reference.

~~Ranking~~Item 8.01. Other Events.

On July 14, 2026, the Company as borrower, entered into a new $400 million, 3-year senior unsecured term loan facility pursuant to a CarbonCount®-based term loan agreement (the “New Term Loan Agreement”) with JPMorgan as administrative agent, sole bookrunner and sustainability structuring agent, Coöperatieve Rabobank U.A., New York Branch and JP Morgan as joint lead arrangers, Coöperatieve Rabobank U.A., New York Branch as documentation agent, the loan parties from time to time party thereto and the lenders party thereto. The ~~Notes~~obligations ~~will~~of ~~be:~~the Company under the New Term Loan Agreement are guaranteed by certain subsidiaries of the Company. The New Term Loan Agreement replaces the Company’s existing $250 million unsecured term loan facility entered into in April 2024 (the “Prior Term Loan Agreement”) and the Company’s existing $250 million delayed draw term loan facility entered into in November 2025 (the “Delayed Draw Term Loan Agreement”), which were terminated on July 14, 2026.

·Principal amounts ~~senior~~under ~~unsecured~~the ~~obligations~~New Term Loan Agreement will bear interest at a rate of Term SOFR plus applicable margins based on the Company;’s current credit rating, which may be adjusted up to 0.10% to the extent the Company achieves certain CarbonCount® levels. As of the date of the New Term Loan Agreement, the applicable margin is 1.45%, which represents a 33 basis point reduction compared to the weighted average spreads of the Company’s Prior Term Loan Agreement and Delayed Draw Term Loan Agreement, based on spreads at close of 1.925% and 1.65%, respectively.

·The ~~pari~~New Term ~~passu~~Loan Agreement contains terms, conditions, covenants, and representations and warranties that are customary and typical for a transaction of this nature, including various affirmative and negative covenants, and limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in ~~right~~the nature of ~~payment~~business, transactions with ~~all~~affiliates, use of proceeds, stock repurchases, and dividends the Company’s ~~existing~~declares. ~~and~~The ~~future~~New ~~senior~~Term ~~unsecured~~Loan ~~indebtedness~~Agreement ~~and~~also ~~senior~~includes ~~unsecured~~customary ~~guarantees;~~events of default and remedies.

·- effectively subordinated in right of payment to all of the Company’s existing and future secured indebtedness and secured guarantees to the extent of the value of the assets securing such indebtedness and guarantees;3 -

·Item 9.01 ~~senior~~Financial inStatements ~~right of payment to all of the Company’s existing~~ and ~~future subordinated indebtedness and subordinated guarantees; and~~Exhibits.

~~· effectively subordinated in right of payment to all existing and future indebtedness, guarantees and other liabilities~~ (~~including trade payables~~d) ~~and any preferred equity of the Company’s subsidiaries (other than any subsidiaries that are Guarantors of the Notes)~~Exhibits.

The guarantee from each Guarantor will be:

Exhibit No.		Description

1.1		Credit Agreement, dated as of July 14, 2026, by and among the Company, JPMorgan Chase Bank, N.A. as administrative agent, sole bookrunner, sustainability structuring agent and lead arranger, Citibank, N.A., Coöperatieve Rabobank U.A., Credit Agricole Corporate and Investment Bank, ING Capital LLC, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Sumitomo Mitsui Banking Corporation and Truist Bank as documentation agents, the loan parties from time to time party thereto and each lender from time to time party thereto.
1.2		Credit Agreement, dated as of April 12, 2024, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative agent, sole bookrunner and sustainability structuring agent and lender, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Keybank National Association, M&T Bank, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Sumitomo Mitsui Banking Corporation and Truist Securities, Inc. as joint lead arrangers, Bank of America, N.A., Barclays Bank PLC and Goldman Sachs Bank USA as documentation agents, and each lender from time to time party thereto (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K (No.001-35877), filed on April 17, 2024).
1.3		Amendment No. 1 to Credit Agreement, dated as of September 10, 2024, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative agent, sole bookrunner, sustainability structuring agent and lender, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Keybank National Association, M&T Bank, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Sumitomo Mitsui Banking Corporation and Truist Securities, Inc. as joint lead arrangers and lenders, and Bank of America, N.A., Barclays Bank PLC and Goldman Sachs Bank USA as documentation agents and lenders (incorporated by reference to Exhibit 1.2 to the Company’s Form 8-K (No.001-35877), filed on September 13, 2024).
1.4		Amendment No. 2 to Credit Agreement, dated as of October 31, 2024, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative agent and Coöperatieve Rabobank U.A., New York Branch as lender (incorporated by reference to Exhibit 1.3 to the Company’s Form 8-K (No.001-35877), filed on November 1, 2024).
1.5		Amendment No. 3 to Credit Agreement, dated as of March 28, 2025, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative agent and Bank of Montreal and M&T Bank as lenders (incorporated by reference to Exhibit 1.4 to the Company’s Form 8-K (No.001-35877), filed on March 31, 2025).
1.6		Amendment No. 4 to Credit Agreement, dated as of December 9, 2025, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative agent and ING Capital LLC as lender (incorporated by reference to Exhibit 1.5 to the Company’s Form 8-K (No.001-35877), filed on December 10, 2025).
1.7		Amendment No. 5 to Credit Agreement, dated as of December 22, 2025, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative agent and Natixis, New York Branch and The Bank of Nova Scotia as lenders (incorporated by reference to Exhibit 1.6 to the Company’s Form 8-K (No.001-35877), filed on December 29, 2025).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

·- ~~a senior unsecured obligation of such Guarantor;~~4 -

~~· pari passu in right of payment with all existing and future senior unsecured indebtedness and senior unsecured guarantees of such Guarantor;~~SIGNATURES

·Pursuant to ~~effectively~~the ~~subordinated~~requirements ~~in right~~ of ~~payment~~the toSecurities ~~all~~Exchange ~~existing~~Act ~~and~~of ~~future~~1934, ~~secured~~the ~~indebtedness~~registrant ~~and~~has ~~secured~~duly ~~guarantees~~caused ofthis ~~such~~report ~~Guarantor~~ to ~~the~~be ~~extent~~signed ofon ~~the~~its ~~value~~behalf of by the ~~assets~~undersigned ~~securing~~hereunto ~~such~~duly ~~indebtedness and guarantees;~~authorized.

· senior in right of payment to all existing and future subordinated indebtedness and subordinated guarantees of such guarantor, and

	HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

	By:	/s/ Charles W. Melko
Dated: July 20, 2026		Name: Charles W. Melko
		Title: Senior Managing Director, Chief Financial Officer and Treasurer

·- effectively subordinated in right of payment to all existing and future indebtedness, guarantees and other liabilities (including trade payables) and any preferred equity of the Guarantors’ subsidiaries (other than any subsidiaries that are Guarantors of the Notes).5 -

The Guarantors’ guarantees of the Notes and all other obligations of such Guarantor under the Indenture will automatically terminate and such Guarantor will automatically be released from all of its obligations under such guarantee and the Indenture under certain circumstances set forth in the Indenture, including if such Guarantor ceases or substantially contemporaneously ceases to (i) guarantee any Corporate Indebtedness (as defined in the Indenture) (other than the Notes and Exchange Notes (as defined in the Indenture)) and (ii) have any outstanding Corporate Indebtedness issued by such Guarantor.

Covenants

The Indenture contains covenants that, subject to a number of exceptions and adjustments, among other things:

· impose certain requirements in order for the Company to merge or consolidate with or transfer all or substantially all of our assets to another person; and

· create liens on the voting stock of certain subsidiaries.

Events of Default

The Indenture also provides for Events of Default which, if any of them occurs, would permit or require the principal of and accrued and unpaid interest on all the outstanding Notes to become or to be declared due and payable.

The preceding description is qualified in its entirety by reference to the Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Registration Rights

In connection with the issuance and sale of the Notes, on June 24, 2026, the Company and the Guarantors also entered into a registration rights agreement (the “Registration Rights Agreement”) with the representatives of the initial purchasers of the Notes (the “Initial Purchasers”).

Pursuant to the Registration Rights Agreement, the Company has agreed, amongst other things, that it will file an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) (the “exchange offer registration statement”) with the SEC relating to an offer to exchange the Notes for new notes issued by the Company that are registered under the Securities Act and otherwise have terms substantially identical to those of the Notes, and to use its commercially reasonable efforts to cause such exchange offer registration statement to be declared effective by the SEC under the Securities Act. The Company has agreed to use its commercially reasonable efforts to consummate such exchange offer no later than 364 days after the issue date (the “Exchange Deadline”). If the Company is not able to effect the exchange offer or if the Initial Purchasers so request under certain circumstances specified in the Registration Rights Agreement, the Company shall file a shelf registration statement (the “shelf registration statement”) covering the resale of the Notes. The Company will use its commercially reasonable efforts to cause such shelf registration statement to be declared effective by the Exchange Deadline and use its commercially reasonable efforts to keep continuously effective the shelf registration statement for a period of one year after its effective date.

If the Company fails to satisfy its registration obligations by certain dates specified in the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes.

The preceding description is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information required by this Item 2.03 relating to the Notes and the Indenture is contained in Item 1.01 above and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Indenture, dated as of June 24, 2026 by and among HA Sustainable Infrastructure Capital, Inc., as issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (including the form of HA Sustainable Infrastructure Capital, Inc.’s 5.950% Green Senior Unsecured Note due 2033).
4.2		Registration Rights Agreement, dated as of June 24, 2026, by and among HA Sustainable Infrastructure Capital, Inc., the guarantors party thereto and the representatives of the Initial Purchasers party thereto.
104		Cover Page Interactive Data File (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/ Charles W. Melko
Dated: June 26, 2026		Charles W. Melko
		Senior Managing Director, Chief Financial Officer and Treasurer

Filing Compare · HA Sustainable Infrastructure Capital, Inc.