HASI Prices Private Offering of $350 Million of 3.750% Green Exchangeable Senior Unsecured Notes and Entry into Capped Call Transactions - Seite 2

The Notes will accrue interest at a rate of 3.750% per year, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2024 until the maturity date, unless the Notes are earlier repurchased, redeemed or exchanged in accordance with their terms prior to such date. Upon any exchange of the Notes, holders will receive cash, shares of common stock, $0.01 par value per share (the “Common Stock”) or a combination of cash and shares of Common Stock, at the Company’s election, based on the exchange rate for the Notes, which will initially be 36.8494 shares of Common Stock per $1,000 principal amount of Notes, equivalent to an initial exchange price of approximately $27.14 per share. The exchange price represents a premium of approximately 25.0% above the last reported sale price of the Common Stock on the New York Stock Exchange on August 7, 2023. The exchange rate will be subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. The Company may redeem the Notes if HASI’s board of directors determines such redemption is reasonably necessary to preserve its qualification as a REIT or, in whole or in part, at the Company’s option, on or after August 20, 2026 and prior to the 62nd scheduled trading day immediately preceding the maturity date, under certain circumstances. Any shares of Common Stock issuable upon exchange of the Notes will have certain registration rights.

Contemporaneously with the pricing of the Notes in the offering, the Company entered into separate and individually negotiated transactions with certain holders of the 2023 Convertible Notes to repurchase for cash approximately $76.3 million aggregate principal amount of the 2023 Convertible Notes (the “concurrent note repurchases”). The Company has negotiated the concurrent note repurchases through one of the initial purchasers and/or its affiliate who expect to repurchase such 2023 Convertible Notes from holders and resell them to the Company on or about the closing date of the offering. The Issuers expect that certain holders of 2023 Convertible Notes that the Company has agreed to repurchase that have hedged their equity price risk with respect to such 2023 Convertible Notes may, concurrently with the pricing of the Notes, unwind all or part of their hedge positions by buying the Common Stock and/or entering into or unwinding various derivative transactions with respect to the Common Stock.