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HASI (HASI) director Osgood granted 6,861 LTIP Units, now tied to 55,962 potential OP Units

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

OSGOOD STEVEN G reported acquisition or exercise transactions in this Form 4 filing.

HA Sustainable Infrastructure Capital director Steven G. Osgood reported equity awards and holdings. An indirect grant of 6,861 LTIP Units was received by a trust associated with him, with Ms. Osgood holding voting and investment power over those units. After this award, 55,962 LTIP Units are outstanding through the partnership structure, each potentially convertible into an equal number of OP Units and then redeemable for either cash or one share of the company’s common stock per unit under partnership agreement conditions. Separately, Osgood directly holds 29,281 shares of common stock, showing a mix of direct stock ownership and indirect long-term incentive interests.

Positive

  • None.

Negative

  • None.
Insider OSGOOD STEVEN G
Role Director
Type Security Shares Price Value
Grant/Award LTIP Units 6,861 $0.00 $0.00
holding Common stock, par value $0.01 per share -- -- --
Holdings After Transaction: LTIP Units — 55,962 shares (Indirect, By Steven G Osgood TTEE Steven G Osgood TR U/A DTD 09 09 2019); Common stock, par value $0.01 per share — 29,281 shares (Direct)
Footnotes (4)
  1. F1. 55,962 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon vesting and the conversion of 55,962 long-term incentive plan units ("LTIP Units") in the Partnership.
  2. F2. Vested LTIP Units, after achieving parity with OP Units (as described in the Partnership's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement")), are eligible to be converted into OP Units on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership Agreement. Upon conversion of LTIP Units into OP Units, the Reporting Person will have the right to cause the Partnership to redeem a portion of the Reporting Person's OP Units for cash in an amount equal to the market value (as defined in the Partnership Agreement) of an equivalent number of shares of common stock, par value $0.01 per share, of HA Sustainable Infrastructure Capital, Inc. (the "Issuer"), or at the Issuer's option, shares of the Issuer's common stock on a one-for-one basis, subject to certain adjustments.
  3. F3. N/A
  4. F4. These LTIP Units are held Steven G Osgood TREE Steven G Osgood TR U/A DTD 09/09/2019, of which Mr. Osgood is the trustee. Ms. Osgood possesses the voting and investment power with respect to the shares of LTIP Units held by the Trust.
LTIP Units granted 6,861 LTIP Units Grant to trust associated with Steven G. Osgood on June 3, 2026
LTIP Units outstanding after grant 55,962 LTIP Units Issuable into 55,962 OP Units upon vesting and conversion
Direct common stock holdings 29,281 shares Common stock held directly following reported transactions
Underlying common stock equivalence 6,861 shares Each LTIP Unit in this grant corresponds to one share of common stock upon full conversion path
LTIP Unit conversion ratio 1:1 Each vested LTIP Unit eligible to convert into one OP Unit
LTIP Units financial
"55,962 long-term incentive plan units ("LTIP Units") in the Partnership."
LTIP units are awards given to executives and employees as part of a long-term incentive plan; they act like deferred bonuses that convert into company shares or cash only if the business meets set performance or time requirements. Investors care because LTIP units tie management pay to future results, can increase the number of outstanding shares (dilution) when they vest, and create ongoing compensation expense that can affect earnings and shareholder value.
OP Units financial
"55,962 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP"
OP units are ownership stakes in an operating partnership that sits beneath a public parent company, commonly used by real estate and energy firms to hold assets and distributions. Think of them like special shares in a subsidiary: they give economic rights to profits and cash payouts but are structured differently from the parent’s common stock, so investors watch OP unit issuance because it can change the effective ownership, future distributions, and potential dilution of the parent company’s equity.
limited partner interest financial
"55,962 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP"
long-term incentive plan units financial
"55,962 long-term incentive plan units ("LTIP Units") in the Partnership."
Amended and Restated Agreement of Limited Partnership financial
"as described in the Partnership's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement")"

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FAQ

What insider activity did HASI director Steven G. Osgood report on this Form 4?

Steven G. Osgood reported a grant of 6,861 LTIP Units held indirectly in a trust, along with an updated disclosure of 29,281 shares of common stock held directly. The filing reflects compensation-related equity, not an open-market stock purchase or sale.

How many HASI LTIP Units does Steven G. Osgood now hold indirectly?

Following the reported grant, 55,962 LTIP Units are outstanding through the partnership structure for the trust associated with Steven G. Osgood. These long-term incentive units can, after vesting and achieving required conditions, be converted into OP Units and then redeemed for cash or common stock.

What are LTIP Units and how can they affect HASI common stock exposure?

LTIP Units are long-term incentive plan units in the partnership that, after vesting and reaching parity with OP Units, may convert one-for-one into OP Units. The holder can then redeem OP Units for cash equal to common stock value or receive common shares on a one-for-one basis.

Does Steven G. Osgood directly own HASI common stock in addition to LTIP Units?

Yes, the Form 4 shows Steven G. Osgood directly holds 29,281 shares of HASI common stock. This direct ownership is separate from his indirect interest in 55,962 LTIP Units held via the partnership, which may later translate into additional economic exposure to common stock.

Who has voting and investment power over the reported HASI LTIP Units?

The LTIP Units are held by a trust for which Steven G. Osgood is trustee, while Ms. Osgood holds the voting and investment power over those units. This means decisions on voting and disposition of the LTIP interests are made by Ms. Osgood under the trust’s structure.

Are the HASI LTIP Units reported by Osgood immediately equivalent to common shares?

No, the LTIP Units are not immediately equivalent to common shares. They must first vest and achieve parity with OP Units under the partnership agreement, then convert to OP Units, and only afterward may be redeemed for cash or, at the issuer’s option, common stock on a one-for-one basis.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
OSGOOD STEVEN G

(Last)(First)(Middle)
ONE PARK PLACE SUITE 200

(Street)
ANNAPOLIS MARYLAND 21401

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
HA Sustainable Infrastructure Capital, Inc. [ HASI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common stock, par value $0.01 per share29,281D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
LTIP Units(1)(2)06/03/2026A6,861 (1)(2) (3)Common stock, par value $0.01 per share6,861$055,962IBy Steven G Osgood TTEE Steven G Osgood TR U/A DTD 09 09 2019(4)
Explanation of Responses:
1. 55,962 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon vesting and the conversion of 55,962 long-term incentive plan units ("LTIP Units") in the Partnership.
2. Vested LTIP Units, after achieving parity with OP Units (as described in the Partnership's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement")), are eligible to be converted into OP Units on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership Agreement. Upon conversion of LTIP Units into OP Units, the Reporting Person will have the right to cause the Partnership to redeem a portion of the Reporting Person's OP Units for cash in an amount equal to the market value (as defined in the Partnership Agreement) of an equivalent number of shares of common stock, par value $0.01 per share, of HA Sustainable Infrastructure Capital, Inc. (the "Issuer"), or at the Issuer's option, shares of the Issuer's common stock on a one-for-one basis, subject to certain adjustments.
3. N/A
4. These LTIP Units are held Steven G Osgood TREE Steven G Osgood TR U/A DTD 09/09/2019, of which Mr. Osgood is the trustee. Ms. Osgood possesses the voting and investment power with respect to the shares of LTIP Units held by the Trust.
Remarks:
Exhibit No. 24.1 Power of Attorney dated April 30, 2026.
/s/ Michael Stephan, Attorney-in-Fact06/05/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)