Hannon Armstrong Sustainable Infrastructure Capital Inc.

03/26/2026 | Press release | Distributed by Public on 03/26/2026 14:16

Amendment to Annual Report (Form 10-K/A)

HA Sustainable Infrastructure Capital, Inc. (the "Company," "we," "our," or "us") is filing this amendment (the "Form 10-K/A") to our Annual Report on Form 10-K for the year ended December 31, 2025, originally filed with the Securities and Exchange Commission ("SEC") on February 13, 2026 (the "Original Form 10-K"), solely for the purpose of complying with Regulation S-X, Rule 3-09 ("Rule 3-09"). Rule 3-09 requires that Form 10-K contain separate financial statements for unconsolidated subsidiaries and investees accounted for by the equity method when such entities are individually significant.
We have determined that our equity method investment in Palmetto HASI Holdings LLC and its subsidiaries, which is not consolidated in our financial statements, was significant under the income test of Rule 3-09 in relationship to our financial results for the year ended December 31, 2025, and that our equity method investment in Daggett Renewable Holdco LLC and its subsidiaries, which is not consolidated in our financial statements, was significant under the income test of Rule 3-09 in relationship to our financial results for the years ended December 31, 2024 and December 31, 2023. Since the financial statements as of and for the year ended December 31, 2025, of the aforementioned investees were not available until after the date of the filing of our Original Form 10-K, Rule 3-09 provides that the financial statements may be filed as an amendment to our Original Form 10-K within 90 days after the end of our fiscal year ended December 31, 2025. Therefore, this Form 10-K/A amends Item 15 of our Original Form 10-K, to include the following Exhibits:
•Exhibit 23.2 -- Consent of CohnReznick LLP for the consolidated financial statements of Palmetto HASI Holdings LLC and Subsidiaries
•Exhibit 23.3 -- Consent of PricewaterhouseCoopers LLP for the consolidated financial statements of Daggett Renewable Holdco LLC and Subsidiaries
•Exhibit 23.4 -- Consent of Ernst & Young LLP for the consolidated financial statements of Daggett Renewable Holdco LLC and Subsidiaries
•Exhibit 99.1 -- Consolidated financial statements as of December 31, 2025 and 2024 and for the periods then ended of Palmetto HASI Holdings LLC and Subsidiaries
•Exhibit 99.2 -- Consolidated financial statements as of December 31, 2025 and 2024 and for the periods ended December 31, 2025, 2024 and 2023 of Daggett Renewable Holdco LLC and Subsidiaries
•Exhibit 99.3 -- Consolidated financial statements as of December 31, 2023 and the period then ended of Daggett Renewable Holdco LLC and Subsidiaries
This Form 10-K/A does not amend or otherwise update any other information in the Original Form 10-K (including its exhibits, except for Exhibits 31.1, 31.2, 32.1 and 32.2). Accordingly, this Form 10-K/A should be read in conjunction with our Original Form 10-K and with our filings with the SEC subsequent to the Original Form 10-K filing. In addition, in accordance with applicable rules and regulations promulgated by the SEC, this Form 10-K/A includes updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31.1, 31.2, 32.1 and 32.2.
Item 15. Exhibits and Financial Statement Schedules
Documents filed as part of the report
The following documents are filed as part of this Form 10-K/A in Part II, Item 8 and are incorporated by reference:
(a)(1) Financial Statements:
See index in Item 8-"Financial Statements and Supplementary Data," filed with the Original Form 10-K for a list of financial statements.
(3)Exhibits Files:
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