[8-K] HA Sustainable Infrastructure Capital, Inc. Reports Material Event

Rhea-AI Filing Summary

On 14 Jul 2025, HA Sustainable Infrastructure Capital, Inc. (HASI) filed an 8-K announcing the appointment of Nitya Gopalakrishnan, 53, as Executive Vice President & Chief Operating Officer.

Gopalakrishnan joins from BlackRock, where she most recently served as Managing Director & Head of Investment Infrastructure, SMA Solutions, following 25 years in senior platform, engineering and COO roles. The filing states there are no related-party relationships or transactions requiring disclosure.

The offer letter sets a $400 k base salary, target annual cash bonus equal to 125 % of salary, and a 20,000-share restricted-stock sign-on grant vesting over three years. She is also eligible for annual LTIP awards (~100 % of salary) and up to $100 k relocation reimbursement.

If terminated without cause, severance includes 12-months salary, an average prior-bonus payout, one year of health benefits, and full acceleration of all unvested equity.

No other material events, financial results, or transactions were disclosed.

Positive

• High-caliber hire from BlackRock brings 25 years of platform and infrastructure experience that could improve operational execution and scalability.
• Clear compensation disclosure enhances transparency and aligns incentives through a mix of cash and equity.

Negative

• Generous single-trigger severance includes full equity acceleration, potentially increasing future expense and shareholder dilution upon termination.
• Additional fixed costs (salary, relocation) add to G&A, though impact is minor relative to company size.

Insights

Corporate Governance Specialist

TL;DR: Strategic COO hire adds BlackRock pedigree; compensation typical, severance generous but not unusual—overall governance-neutral.

HASI strengthens its C-suite by recruiting an executive with deep operational and platform-integration expertise from BlackRock. The disclosed pay mix—base, bonus, equity, LTIP—is broadly market-aligned for a mid-cap infrastructure REIT. The single-trigger acceleration of equity on a without-cause termination is shareholder-friendly for retention but slightly rich compared with double-trigger norms. No related-party concerns or governance red flags emerge. Impact on governance outlook: neutral.

Equity Analyst

TL;DR: Leadership upgrade may aid execution; financial impact immaterial, share count dilution negligible.

The hire should bolster operational scale as HASI grows its sustainable-asset portfolio. Direct cash cost (~$0.4 m salary plus variable comp) is minimal relative to HASI’s ~$200 m annual G&A. The 20,000 restricted shares equate to <0.02 % of outstanding—immaterial dilution. Severance obligations introduce limited contingent liability. Because no earnings or guidance were provided, the announcement is strategically positive but not immediately valuation-moving.

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United States

Securities and Exchange Commission

WASHINGTON, DC 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): July 14, 2025

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)

(410) 571-9860

(Registrant's telephone number, including area code)

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Officer

On July 14, 2025, HA Sustainable Infrastructure Capital, Inc. (the “Company”) announced the appointment of Nitya Gopalakrishnan, 53, as Executive Vice President and Chief Operating Officer of the Company (the “Appointment”).

There are no arrangements or understandings with any person pursuant to which Ms. Gopalakrishnan was named Executive Vice President and Chief Operating Officer. Ms. Gopalakrishnan does not have any family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. Ms. Gopalakrishnan is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K under the U.S. Securities Act of 1933, as amended.

Ms. Gopalakrishnan served as Managing Director and Head of Investment Infrastructure, SMA Solutions at BlackRock from January 2024 to June 2025. Previously, she served in several roles at BlackRock from 2000 to 2024, including as Chief Operating Officer and Head of Platform, Separately Managed Accounts from 2019 to 2023, as Director of Platform Integration from 2010 to 2019, and Vice President of Aladdin Engineering from 2000 to 2010. Ms. Gopalakrishnan also serves on the board of KG Foundation and is a member of Money Management Institute. Ms. Gopalakrishnan received a Bachelor of Science degree in Computer Science from Madurai University.

Offer Letter

In connection with the Appointment, the Company extended Ms. Gopalakrishnan an offer letter contingent upon the completion of certain background and reference checks (the “Offer Letter”).

The Offer Letter provides for an annual base salary of $400,000. Ms. Gopalakrishnan will be eligible for a target annual cash performance bonus of 125% of base salary and a signing bonus in the form of a grant of 20,000 restricted shares of Company common stock, subject to annual vesting over three years. Ms. Gopalakrishnan will be eligible to participate in the annual Long Term Incentive Plan (“LTIP”) based on a discretionary target of 100% of base salary, subject to vesting in accordance with the applicable terms of the LTIP plan in place at that time. The Offer Letter also provides that Ms. Gopalakrishnan will be eligible to participate in benefits per the Company plan as set forth in the Company’s Employee Benefits Guide. Ms. Gopalakrishnan will also receive a reimbursement of up to $100,000 for relocation expenses.

The Offer Letter also provides that if Ms. Gopalakrishnan is terminated by the Company for reasons other than for “cause,” Ms. Gopalakrishnan will be entitled to the following severance payments and benefits:

•12-months of annual base salary as of the termination date;

•an amount equal to 100% of Ms. Gopalakrishnan’s annual average bonus over the prior three years (or such fewer years with respect to which Ms. Gopalakrishnan received an annual bonus);

•health benefits for one year following the Ms. Gopalakrishnan’s termination of employment at the same level as in effect immediately preceding such termination, subject to reduction to the extent that she receives comparable benefits from a subsequent employer; and

•100% of the unvested stock or stock-based awards held by Ms. Gopalakrishnan will become fully vested and/or exercisable.

The foregoing summary of the Offer Letter does not purport to be complete and is qualified in its entirety by the terms of the Offer Letter to be filed as an exhibit the Company’s next periodic report.

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/ Steven L. Chuslo
			Steven L. Chuslo
			Executive Vice President and Chief Legal Officer

Date: July 25, 2025

FAQ

Who was appointed COO of HASI on July 14, 2025?

HASI appointed Nitya Gopalakrishnan, formerly a Managing Director at BlackRock, as Executive Vice President & Chief Operating Officer.

What is the new COO’s base salary and bonus potential at HASI?

The offer letter sets a $400,000 base salary with a target annual cash bonus equal to 125 % of salary.

How many restricted shares will the new HASI COO receive as a sign-on grant?

She will receive 20,000 restricted shares of HASI common stock, vesting annually over three years.

What severance benefits are provided if the HASI COO is terminated without cause?

Benefits include 12-months salary, average prior bonus, one year of health coverage, and immediate vesting of all unvested equity.

Does the 8-K disclose any related-party transactions involving the new COO?

No. The filing explicitly states there are no related-party relationships or transactions requiring disclosure.