SEC Form FWP filed by HA Sustainable Infrastructure Capital Inc.
Filed Pursuant to Rule 433
Registration Statement No. 333-285461
Issuer Free Writing Prospectus dated February 19, 2026
Relating to Preliminary Prospectus Supplement dated February 19, 2026
(to the Prospectus dated February 28, 2025)
PRICING SUPPLEMENT
HA Sustainable Infrastructure Capital, Inc.
$400,000,000 6.000% Green Senior Unsecured Notes due 2036
February 19, 2026
This pricing supplement (this “Pricing Supplement”) is qualified in its entirety by reference to the preliminary prospectus supplement dated February 19, 2026 (the “Preliminary Prospectus Supplement”). The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. This Pricing Supplement is otherwise qualified in its entirety by reference to the Preliminary Prospectus Supplement and should be read together with the Preliminary Prospectus Supplement. Capitalized terms used in this Pricing Supplement but not defined have the meanings given to them in the Preliminary Prospectus Supplement.
| Issuer: | HA Sustainable Infrastructure Capital, Inc., a Delaware corporation (formerly incorporated in Maryland as Hannon Armstrong Sustainable Infrastructure Capital, Inc.) (the “Issuer”) | |
| Guarantors: | HAT Holdings I LLC HAT Holdings II LLC HAC Holdings I LLC HAC Holdings II LLC Hannon Armstrong Sustainable Infrastructure, L.P. Hannon Armstrong Capital, LLC | |
| Expected Ratings*: | Moody’s: Baa3 (stable) S&P: BBB- (stable) Fitch: BBB- (stable) | |
| Trade Date: | February 19, 2026 | |
| Settlement Date**: | March 2, 2026 (T+7) | |
| Joint Book-Running Managers: | BofA Securities, Inc. Goldman Sachs & Co. LLC Credit Agricole Securities (USA) Inc. Morgan Stanley & Co. LLC Rabo Securities USA, Inc. SMBC Nikko Securities America, Inc. BMO Capital Markets Corp. Barclays Capital Inc. Citigroup Global Markets Inc. ING Financial Markets LLC Natixis Securities Americas LLC RBC Capital Markets, LLC Scotia Capital (USA) Inc. | |
| Co-Managers: | KeyBanc Capital Markets Inc. M&T Securities, Inc. | |
| Title of Securities: | 6.000% Green Senior Unsecured Notes due 2036 | |
| Security Description: | Green Senior Unsecured Notes | |
| Maturity Date: | March 15, 2036 | |
| Interest Payment Dates: | Interest on the Notes will be paid semi-annually in arrears on each March 15 and September 15, commencing on September 15, 2026. | |
| Record Dates: | February 28 and August 31 of each year | |
| Aggregate Principal Amount Offered: | $400,000,000 | |
| Issue Price: | 99.810% of principal amount | |
| Gross Proceeds: | $399,240,000 | |
| Coupon: | 6.000% | |
| Yield to Maturity: | 6.025% | |
| Spread to Benchmark Treasury: | +195 basis points | |
| Benchmark Treasury: | UST 4.125% due February 15, 2036 | |
| Benchmark Treasury Price: | 100-13 | |
| Benchmark Treasury Yield: | 4.075% | |
| Optional Redemption: | Prior to December 15, 2035 (3 months prior to the maturity date of the Notes) (the “Par Call Date”), we may redeem the Notes at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of the principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the date of redemption, and | |
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| (2) 100% of the principal amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest on the principal amount of the Notes being redeemed to, but excluding, the redemption date.
On or after the Par Call Date, we may redeem the Notes at our option, in whole or in part, at any time and from time to time, on notice given not more than 60 days nor less than 10 days prior to the redemption date, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. | ||
| Change of Control Repurchase Event Offer: | 101% offer, together with accrued but unpaid interest | |
| Security Identifiers: | CUSIP: 41068X AK6 ISIN: US41068XAK63 | |
Note: *A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
Note: ** HA Sustainable Infrastructure Capital, Inc. expects that delivery of the Notes will be made to investors on or about March 2, 2026, which will be the seventh business day following the date hereof. Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the business day before the delivery of the Notes will be required, by virtue of the fact that the Notes initially settle in T+7, to specify an alternative arrangement at the time of any such trade to prevent a failed settlement and should consult their own advisors.
HA Sustainable Infrastructure Capital, Inc. has filed an automatic shelf registration statement (including a prospectus) with the SEC for the offering to which this communication relates. The Preliminary Prospectus Supplement contains this and other information about HA Sustainable Infrastructure Capital, Inc. and should be read carefully before investing.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
The information in the Preliminary Prospectus Supplement is not complete and may be changed. The Preliminary Prospectus Supplement and this pricing term sheet are not offers to sell any securities of HA Sustainable Infrastructure Capital, Inc. and are not soliciting an offer to buy such securities in any state or jurisdiction where such offer and sale is not permitted. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, HA
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Sustainable Infrastructure Capital, Inc., any underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus Supplement if you request it from BofA Securities, Inc. at +1 (800) 294-1322, or by email at [email protected]; Goldman Sachs & Co. LLC, at +1 (866) 471-2526, or by email at [email protected]; Credit Agricole Securities (USA) Inc. at +1-866-807-6030; Morgan Stanley & Co. LLC, toll-free at 1-866-718-1649; Rabo Securities USA, Inc. at +1 (212) 808-2562; or SMBC Nikko Securities America, Inc. at +1 (888) 868-6856 or by at email [email protected].
Any disclaimers or notices that may appear on this term sheet below the text of this legend are not applicable to this term sheet and should be disregarded. Such disclaimers may have been electronically generated as a result of this term sheet having been sent via, or posted on, Bloomberg or another electronic mail system.
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