We have outstanding senior unsecured notes issued by us or jointly by certain of our subsidiaries which are guaranteed by the Company and certain other subsidiaries (the “Senior Unsecured Notes”). We are in compliance with all covenants as of June 30, 2025 and December 31, 2024. The Senior Unsecured Notes impose certain requirements in the event that we merge with or sell substantially all of our assets to another entity. We allocate an amount equal to the net proceeds of our Senior Unsecured Notes to the acquisition or refinance of, in whole or in part, eligible green projects, including assets that are neutral to negative on incremental carbon emissions.

In June 2025, we issued $600 million principal amount of senior unsecured notes due in 2031 (“2031 Notes”) and $400 million principal amount of senior unsecured notes due in 2035 (“2035 Notes”). We used a portion of the proceeds to complete a cash tender offer to repurchase $400 million principal amount of 2026 Notes for $395 million and $300 million principal amount of 2027 Notes for $314 million, inclusive of accrued interest through the settlement date. The net premium paid of $5 million, the write-off of debt issuance costs of $4 million, and approximately $2 million of expenses incurred in relation to the tender, are recorded in interest expense within our consolidated statement of operations.


	Outstanding Principal Amount		Maturity Date	Stated Interest Rate		Interest Payment Dates	Redemption Terms Modification Date
	(in millions)
2026 Notes	600	(1)	June 15, 2026	3.375	%	June 15 and December 15	March 15, 2026 (2)
2027 Notes	450	(1)(4)	June 15, 2027	8.000	%	June 15 and December 15	March 15, 2027 (3)
2030 Notes	375	(5)	September 15, 2030	3.750	%	February 15 and August 15	N/A
2031 Notes	600	(6)	January 15, 2031	6.150	%	January 15 and July 15	December 15, 2030 (7)
2034 Notes	1,000	(8)	July 1, 2034	6.375	%	July 1 and January 1	N/A
2035 Notes	400	(9)	July 15, 2035	6.750	%	January 15 and July 15	April 15, 2035 (7)

(2)Prior to this date, we may redeem, at our option, some or all of the 2026 Notes for the outstanding principal amount plus the applicable “make-whole” premium as defined in the indenture governing the 2026 Notes plus accrued and unpaid interest through the redemption date. In addition, prior to this date, we may redeem up to 40% of the Senior Unsecured Notes using the proceeds of certain equity offerings at a price equal to par plus the coupon percentage of the principal amount thereof, plus accrued but unpaid interest, if any, to, but excluding, the applicable redemption date. On, or subsequent to, this date we may redeem the 2026 Notes at par, plus accrued and unpaid interest though the redemption date.

(3)Prior to this date, we may redeem, at our option, some or all of the 2027 Notes for the outstanding principal amount plus the applicable “make-whole” premium as defined in the indenture governing the 2027 Notes plus accrued and unpaid interest through the redemption date. In addition, prior to this date, we may redeem up to 40% of the Senior Unsecured Notes using the proceeds of certain equity offerings at a price equal to par plus the coupon percentage of the principal amount thereof, plus accrued but unpaid interest, if any, to, but excluding, the applicable redemption date. On, or subsequent to, this date we may redeem the 2027 Notes in whole or in part at a price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest though the redemption date.

(5)We issued the $375 million aggregate principal amount of the 2030 Notes for total proceeds of $371 million ($367 million net of issuance costs) at an effective interest rate of 3.87%. We may redeem the 2030 Notes in whole or in part at redemption prices defined in the indenture governing the 2030 Notes plus accrued and unpaid interest though the redemption date.

(7)Prior to this date, we may redeem, at our option, some or all of the applicable notes for the outstanding principal amount plus the applicable “make-whole” premium as defined in the indenture governing the applicable notes, plus accrued and unpaid interest through the redemption date. On, or subsequent to, this date, we may redeem the applicable notes in whole or in part at a price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest through the redemption date.

(8)In 2024, we issued $700 million principal amount of 2034 Notes, which bear interest at a rate of 6.375%. The notes were issued for gross proceeds of $695 million, resulting in a yield to maturity of 6.476%. In December 2024, we issued an additional $300 million principal amount of 2034 Notes for gross proceeds of $300 million.

We have outstanding exchangeable senior notes, and have previously issued convertible senior notes, together “Convertible Notes”. Holders may convert or exchange any of their Convertible Notes into shares of our common stock at the applicable conversion or exchange ratio at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, unless the Convertible Notes have been previously redeemed or repurchased by us.


	Outstanding Principal Amount			Maturity Date	Stated Interest Rate		Interest Payment Dates	Conversion/Exchange Ratio	Conversion/Exchange Price	Issuable Shares	Dividend Threshold Amount (1)
	(in millions)									(in millions)
2025 Exchangeable Senior Notes	$	—	(2)	May 1, 2025	0.000	%	N/A	17.8724	$55.95	—	$0.375
2028 Exchangeable Senior Notes	403			August 15, 2028	3.750	%	February 15 and August 15	36.9842	$27.04	14.9	$0.395

For the 2028 Exchangeable Senior Notes, following the occurrence of a make-whole fundamental change, we will, in certain circumstances, increase the exchange rate for a holder that converts its exchangeable notes in connection with such make-whole fundamental change. Upon exchange of the 2028 Exchangeable Senior Notes, exchange may be settled through cash, shares of our common stock or a combination of cash and shares of our common stock, at our election (as described in the indenture related to the 2028 Exchangeable Senior Notes). Additionally, upon the occurrence of certain fundamental changes involving us, holders of the 2028 Exchangeable Senior Notes may require us to redeem all or a portion of their notes for cash at a price of 100% of the principal amount outstanding, plus accrued and unpaid interest. We may redeem the 2028 Exchangeable Senior Notes in whole or in part, at our option, on or after August 20, 2026 and prior to the 62nd scheduled trading day immediately preceding the maturity date for such notes, if certain conditions are met including our common stock trading above 130% of the exchange price for at least 20 trading days, as set forth in the indenture relating to the 2028 Exchangeable Senior Notes. Any shares of our common stock issuable upon exchange of the 2028 Exchangeable Senior Notes will have certain registration rights.

Upon any exchange of these Notes, holders will receive a number of shares of our common stock equal to the product of (i) the aggregate initial principal amount of the notes to be exchanged, divided by $1,000 and (ii) the applicable exchange rate, plus cash in lieu of fractional shares. We have allocated or intend to allocate an amount equal to the net proceeds of this offering to the acquisition or refinancing of, in whole or in part, new and/or existing eligible green projects, which include assets that are neutral to negative on incremental carbon emissions.

In order to mitigate the potential dilution to our common stock upon exchange of the 2028 Exchangeable Senior Notes, we entered into privately-negotiated capped call transactions (“Capped Calls”) with certain counterparties. The Capped Calls are separate transactions and are not part of the terms of the 2028 Exchangeable Senior Notes. The total premium for the Capped Calls was recorded as a reduction of additional paid-in capital. The Company used a portion of the proceeds from the 2028 Exchangeable Senior Notes to pay for the cost of the Capped Call premium. The material terms of the Capped Calls are as follows:

We have entered into a CarbonCount Term Loan Facility (“the Unsecured Term Loan Facility”) with a syndicate of banks which has an outstanding principal and accrued interest amount of $241 million. Principal amounts under the Unsecured Term Loan Facility will bear interest at a rate of Term SOFR plus applicable margins based on our current credit rating, which may be adjusted up to 0.10% to the extent our Portfolio achieves certain targeted levels of carbon emissions avoidance, as measured by our CarbonCount© metric. As of June 30, 2025, the applicable margin is 1.875% plus 0.10%, and the current interest rate is 6.25%. The coupon on any drawn amounts will be reset at monthly, quarterly, or semi-annual intervals at our election. Interest is due and payable monthly. Payments of 1.25% of the outstanding principal balance are due quarterly. We intend to allocate an amount equal to the net proceeds of this offering to the acquisition or refinancing of, in whole or in part, new and/or existing eligible green projects, which include assets that are neutral to negative on incremental carbon emissions. Loans under the Unsecured Term Loan Facility can be prepaid without penalty, and the facility matures in 2027.

The Unsecured Term Loan Facility 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 the nature of business, transactions with affiliates, stock repurchases and dividends we declare. The term loan facility also includes customary events of default and remedies.

We have a secured term loan (“Secured Term Loan”) with a maturity date of January 2028, under which principal amounts bear interest at a rate of Daily Term SOFR plus a credit spread of 2.25%, plus 0.10%. We are required to hold interest rate swaps with notional values equal to 85% of the outstanding principal amount of the loan. The Secured Term Loan is subject to mandatory principal amortization of 5% per annum, with principal and interest payments due quarterly. The Secured Term Loan 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 the nature of business, transactions with affiliates, use of proceeds, stock repurchases and dividends we declare. The Secured Term Loan also includes customary events of default and remedies.

As of June 30, 2025, the outstanding principal and accrued interest balance is $162 million, the interest rate as of the last rate reset is 6.70%, and we have receivables, retained interests in securitization trusts, and equity method investments pledged with a carrying value of $416 million. Amounts which were due under the Secured Term Loan Facility as of June 30, 2025 are as follows:


	Outstanding Balance as of						Anticipated Balance at Maturity	Carrying Value of Assets Pledged as of
	June 30, 2025		December 31, 2024		Interest Rate	Maturity Date		June 30, 2025	December 31, 2024	Description of Assets Pledged
	(dollars in millions)



HASI Harmony Issuer	93		96		6.78%	July 2043	—	266	266	Equity method investments
Other non-recourse debt (1)	37		40		3.15% - 7.23%	2026 to 2032	17	39	41	Receivables
Unamortized financing costs	(4)		(4)
Non-recourse debt (2)	$	126	$	132

(2)The total collateral pledged against our non-recourse debt was $305 million and $307 million as of June 30, 2025 and December 31, 2024, respectively. These amounts include $16 million and $20 million of restricted cash pledged for debt service payments as of June 30, 2025 and December 31, 2024, respectively.

We have pledged the financed assets, and typically our interests in one or more parents or subsidiaries of the borrower that are legally separate bankruptcy remote special purpose entities as security for the non-recourse debt. There is no recourse for repayment of these obligations other than to the applicable borrower and any collateral pledged as security for the obligations. Generally, the assets and credit of these entities are not available to satisfy any of our other debts and obligations. The creditors can only look to the borrower, the cash flows of the pledged assets and any other collateral pledged, to satisfy the debt and we are not otherwise liable for nonpayment of such cash flows. The debt agreements contain terms, conditions, covenants and representations and warranties that are customary and typical for transactions of this nature, including limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds and stock repurchases. The agreements also include customary events of default, the occurrence of which may result in termination of the agreements, acceleration of amounts due and accrual of default

We have guaranteed the accuracy of certain of the representations and warranties and other obligations of certain of our subsidiaries under certain of the debt agreements and provided an indemnity against certain losses from “bad acts” of such subsidiaries including fraud, failure to disclose a material fact, theft, misappropriation, voluntary bankruptcy or unauthorized transfers.

The stated minimum maturities of non-recourse debt above include only the mandatory minimum principal payments. To the extent there are additional cash flows received from the pledged assets serving as collateral for certain of our non-recourse debt facilities, these additional cash flows may be required to be used to make additional principal payments against the respective debt. Any additional principal payments made due to these provisions may impact the anticipated balance at maturity of these financings. To the extent there are not sufficient cash flows received from those assets pledged as collateral, the investor has no recourse against other corporate assets to recover any shortfalls.

We have entered into certain derivatives designed to hedge interest rate risk with certain of our floating-rate interest exposures, including floating-rate loans from our Term Loan Facility, unsecured revolving credit facility, Secured Term Loan and the anticipated refinancings of certain of our Senior Unsecured Notes. From time to time we may also enter into forward-starting interest rate swaps to hedge interest rate risks associated with incremental debt we expect to issue.


Instrument type		Hedged Rate			Notional Value			Fair Value as of				Term of derivative and forecasted transactions
	Index							June 30, 2025		December 31, 2024
					$ in millions
Interest rate swap	1 month SOFR	3.79%			$	200		$	(4)	$	3	March 2023 to March 2033
Interest rate swap	Overnight SOFR	2.98%			150		(1)	5		24		June 2026 to June 2033
Interest rate swap	Overnight SOFR	3.09%			600			16		32		June 2026 to June 2033
Interest rate collar	1 month SOFR	3.70% - 4.00%		(2)	250			—		—		May 2023 to May 2026
Interest rate swaps	Overnight SOFR	4.39% to 4.42%		(3)	165			(7)		(3)		September 2023 to June 2033
Interest rate swap	Overnight SOFR	3.72	%		375			4		11		June 2027 to June 2037
					$	1,740		$	14	67

(1) In the second quarter of 2025, we partially settled $250 million notional of this hedge, which previously had a notional value of $400 million, for cash proceeds of approximately $11 million. The associated benefit in AOCI will be released into net income as a benefit to interest expense over the period of the forecasted transaction.

The fair values of our interest rate derivatives designated and qualifying as effective cash flow hedges are reflected in our consolidated balance sheets as a component of other assets (if in an unrealized gain position) or accounts payable, accrued expenses and other (if in an unrealized loss position) and in net unrealized gains and losses in AOCI. As of June 30, 2025, all of our derivatives were designated as hedging instruments which were deemed to be effective. As of June 30, 2025, we have posted $7 million of collateral, which is netted against the derivative liability included in accounts payable, accrued expenses, and other on our balance sheet. We hold $19 million of collateral posted by our counterparties, $17 million of which we have netted against the derivative asset which is included in other assets on our balance sheet, with the remainder being included in accounts payable, accrued expenses, and other. The below table shows the changes in our AOCI balance related to our interest rate derivatives designated and qualifying as effective cash flow hedges:


	(Amounts in millions)
Beginning Balance - December 31, 2023	$	1
Changes in fair value	95
Amounts released into interest expense	(10)
Ending Balance - December 31, 2024	$	86
Changes in fair value	(35)
Amounts released into interest expense	(2)
Ending Balance - June 30, 2025	$	49

We expect a net benefit of approximately $2 million to be released out of AOCI into interest expense over the 12 months following June 30, 2025. The below table shows the benefit (expense) included in interest expense as a result of our hedging activities for the three and six months ended June 30, 2025 and 2024, respectively.

In April 2025, we entered into forward-starting interest rate swaps with a notional value of $300 million to manage interest rate risk associated with future expected debt issuances. These swaps had a term of December 2025 to December 2035, were indexed to Overnight SOFR, and had a range of fixed rates between 3.46% and 3.59%. We financially settled these instruments for cash proceeds of $7 million in June of 2025 in connection with the issuance of the 2031 Notes and the 2035 Notes described in Note 8 above. The associated benefit in AOCI will be released into net income as a benefit to interest expense over the period of the forecasted transaction.