HA Sustainable Infrastructure Capital (HASI) CFO receives 34,500 LTIP Units

Rhea-AI Filing Summary

HA Sustainable Infrastructure Capital, Inc. reported an equity award to CFO & Treasurer Charles Melko through HASI Management HoldCo LLC. On March 2, 2026, an indirect grant of 34,500 LTIP Units was made at no cost, bringing his proportionate interest in LTIP Units held via HoldCo LLC to 121,664 units. These LTIP Units were granted under the company’s 2013 and 2022 equity incentive plans and may, after vesting and meeting parity conditions, convert into OP Units and ultimately cash or common stock on a one-for-one basis under the partnership agreement. As of this filing, Melko also directly holds 22,563 shares of 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^*

Melko Charles

(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)
	CFO & Treasurer

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								22,563	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		34,500		(1)(2)	(3)	Common stock, par value $0.01 per share	34,500	$0	121,664(4)	I	By HASI Management HoldCo LLC(5)

Explanation of Responses:

1. 121,664 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 121,664 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 4,517 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/ Charles Melko	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did HASI CFO Charles Melko report on this Form 4?

CFO Charles Melko reported an indirect grant of 34,500 LTIP Units on March 2, 2026 through HASI Management HoldCo LLC. These long-term incentive units were awarded at no cost under HA Sustainable Infrastructure Capital’s 2013 and 2022 equity incentive plans.

How many LTIP Units linked to HASI does Charles Melko now hold indirectly?

After the March 2, 2026 grant, Charles Melko’s proportionate interest via HASI Management HoldCo LLC totals 121,664 LTIP Units. This figure reflects only the portion in which he has a pecuniary interest, as disclosed in the filing’s ownership footnote.

How can HASI LTIP Units held by Charles Melko ultimately convert into common stock?

Vested LTIP Units that reach parity with OP Units may convert to OP Units on a one-for-one basis, subject to the partnership agreement. Melko can then request redemption for cash equal to market value or, at the issuer’s option, receive common stock one-for-one.

What happened to previously reported HASI LTIP Units that did not vest for Charles Melko?

Previously included in Melko’s total were 4,517 LTIP Units that did not vest because certain performance targets for the performance period ended December 31, 2025 were not met. Those non-vested units are no longer part of his reported LTIP Unit holdings.

How many HA Sustainable Infrastructure Capital common shares does Charles Melko hold directly?

The filing shows Charles Melko directly owns 22,563 shares of HA Sustainable Infrastructure Capital common stock. This direct holding is separate from his indirect interest in LTIP Units held through HASI Management HoldCo LLC, which is reported as indirect ownership.

What is HASI Management HoldCo LLC’s role in Charles Melko’s LTIP Unit ownership?

The LTIP Units are held by HASI Management HoldCo LLC, of which Melko is a member. The filing reports only the number of LTIP Units corresponding to his pecuniary interest in HoldCo LLC, and he disclaims beneficial ownership beyond that proportional economic interest.