HASI (NYSE: HASI) CEO Jeffrey Lipson reports 238,500 LTIP Unit award

Rhea-AI Filing Summary

HA Sustainable Infrastructure Capital, Inc. reported that Chief Executive Officer Jeffrey Lipson had an indirect award of 238,500 LTIP Units on March 2, 2026, recorded as a grant or other acquisition at a price of $0.00 per unit. These LTIP Units are held by HASI Management HoldCo LLC, where Lipson is a member, and he reports only his proportionate pecuniary interest while disclaiming broader beneficial ownership.

After this award, a total of 1,017,090 LTIP Units are outstanding in which he has a reported interest, which may convert into an equal number of OP Units and ultimately cash or common stock upon vesting and satisfaction of partnership conditions. The filing also notes that 58,139 LTIP Units previously included in his totals did not vest because certain performance targets for the period ended December 31, 2025 were not met. Separately, Lipson directly holds 36,925 shares of the company’s common stock.

SEC Form 4

FORM 4

UNITED 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

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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^*

Lipson Jeffrey

(Last) (First) (Middle)

ONE PARK PLACE SUITE 200

(Street)

ANNAPOLIS MD 21401

(City) (State) (Zip)

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.01 per share								36,925	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units	(1)(2)	03/02/2026		A		238,500		(1)(2)	(3)	Common stock, par value $0.01 per share	238,500	$0	1,017,090(4)	I	By HASI Management HoldCo LLC(5)

Explanation of Responses:

1. 1,017,090 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 1,017,090 long-term incentive plan units ("LTIP Units") in the Partnership. The LTIP Units were granted to the Reporting Person under the Issuer's 2013 Equity Incentive Plan, as amended, and the Issuer's 2022 Equity Incentive Plan.

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. Previously included in this total were 58,139 LTIP Units which did not vest, as certain performance targets for the performance period ended December 31, 2025 were not met.

5. These LTIP Units are held by HASI Management HoldCo LLC ("HoldCo LLC"). The Reporting Person is a member of HoldCo LLC. The LTIP Units reported represent only the number of LTIP Units in which the Reporting Person has a pecuniary interest in accordance with his proportionate interest in HoldCo LLC. The Reporting Person is voluntarily reporting his proportionate interest in HoldCo LLC's ownership of LTIP Units. The Reporting Person disclaims beneficial ownership other than to the extent of his pecuniary interest.

Remarks:

	/s/ Jeffrey A. Lipson	03/04/2026
	** Signature of Reporting Person	Date
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FAQ

What did HASI CEO Jeffrey Lipson report in this Form 4 filing?

Jeffrey Lipson reported an indirect award of 238,500 LTIP Units granted on March 2, 2026. These incentive units are held through HASI Management HoldCo LLC, where he is a member, and represent equity-based compensation tied to future vesting and conversion conditions.

How many LTIP Units is Jeffrey Lipson associated with after this HASI transaction?

After the reported grant, Lipson is associated with 1,017,090 LTIP Units in which he has a pecuniary interest. According to the disclosure, these units can convert into an equal number of OP Units and potentially into cash or common stock if vesting and partnership conditions are met.

Are Jeffrey Lipson’s LTIP Units in HASI held directly or through an entity?

The LTIP Units are held through HASI Management HoldCo LLC, not directly by Lipson. He is a member of this entity and reports only his proportionate pecuniary interest, expressly disclaiming beneficial ownership beyond that economic stake in the LLC-held units.

What happens to Jeffrey Lipson’s HASI LTIP Units upon vesting and conversion?

Upon vesting and conversion, each LTIP Unit may convert into one OP Unit of the partnership. Lipson can then cause redemption of OP Units for cash equal to the market value of one common share, or receive one HASI common share per OP Unit, subject to stated conditions.

Did any of Jeffrey Lipson’s previously reported HASI LTIP Units fail to vest?

Yes. The filing states that 58,139 LTIP Units previously included in his totals did not vest. The reason given is that certain performance targets for the performance period ended December 31, 2025 were not achieved, so those units were removed from his reported holdings.

How many shares of HASI common stock does Jeffrey Lipson hold directly?

Lipson directly holds 36,925 shares of HA Sustainable Infrastructure Capital, Inc. common stock. This direct ownership position is reported separately from his indirect interest in LTIP Units held through HASI Management HoldCo LLC, reflecting distinct forms of equity exposure.