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HASI (HASI) CAO reports 961-share tax withholding and LTIP holdings

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Filing Sentiment
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Form Type
4

Rhea-AI Filing Summary

HA Sustainable Infrastructure Capital, Inc. Chief Accounting Officer Michelle Whicher reported a routine tax-withholding share disposition. The company withheld 961 shares of common stock at $41.19 per share to cover taxes on the vesting of 1,988 shares of common stock. After this, she directly holds 19,084 common shares and has an indirect interest in 10,246 LTIP Units that are ultimately tied to 10,246 underlying common shares.

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Insider Whicher Michelle
Role Chief Accounting Officer
Type Security Shares Price Value
Tax Withholding Common stock, par value $0.01 per share 961 $41.19 $40K
holding LTIP Units -- -- --
Holdings After Transaction: Common stock, par value $0.01 per share — 19,084 shares (Direct, null); LTIP Units — 10,246 shares (Indirect, By HASI Management HoldCo LLC)
Footnotes (1)
  1. Consists of shares of Common Stock withheld by the issuer, with approval of the issuer's Board of Directors, in order to satisfy the tax withholding obligation of the reporting person in connection with the vesting of 1,988 shares of Common Stock. Represents the closing price of the Common Stock on May 15, 2026. 10,246 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 10,246 long-term incentive plan units ("LTIP Units") in the Partnership. The LTIP Units were granted to the Reporting Person under the Issuer's 2022 Equity Incentive Plan, as amended. 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. N/A 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 their proportionate interest in HoldCo LLC. The Reporting Person is voluntarily reporting their proportionate interest in HoldCo LLC's ownership of LTIP Units. The Reporting Person disclaims beneficial ownership other than to the extent of their pecuniary interest.
Tax-withheld shares 961 shares Common stock withheld to cover tax on vesting
Withholding price $41.19 per share Closing price of common stock on May 15, 2026
Shares after transaction 19,084 shares Direct common stock ownership following tax withholding
Indirect LTIP Units 10,246 LTIP Units Indirect interest via HASI Management HoldCo LLC
Underlying LTIP shares 10,246 shares Common shares underlying LTIP Units on one-for-one basis
Vested shares triggering tax 1,988 shares Common stock vesting that created the tax obligation
LTIP Units financial
"10,246 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
"10,246 units of limited partner interest ("OP Units") in Hannon Armstrong"
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.
tax withholding obligation financial
"in order to satisfy the tax withholding obligation of the reporting person"
Equity Incentive Plan financial
"granted to the Reporting Person under the Issuer's 2022 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
pecuniary interest financial
"represent only the number of LTIP Units in which the Reporting Person has a pecuniary interest"
Form 4 Insider Transactions: What Each Field Means →
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*
Whicher Michelle
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		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 share05/15/2026F961(1)D$41.19(2)19,084D
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(3)(4) (3)(4) (5)Common stock, par value $0.01 per share10,24610,246IBy HASI Management HoldCo LLC(6)
Explanation of Responses:
1. Consists of shares of Common Stock withheld by the issuer, with approval of the issuer's Board of Directors, in order to satisfy the tax withholding obligation of the reporting person in connection with the vesting of 1,988 shares of Common Stock.
2. Represents the closing price of the Common Stock on May 15, 2026.
3. 10,246 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 10,246 long-term incentive plan units ("LTIP Units") in the Partnership. The LTIP Units were granted to the Reporting Person under the Issuer's 2022 Equity Incentive Plan, as amended.
4. 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.
5. N/A
6. 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 their proportionate interest in HoldCo LLC. The Reporting Person is voluntarily reporting their proportionate interest in HoldCo LLC's ownership of LTIP Units. The Reporting Person disclaims beneficial ownership other than to the extent of their pecuniary interest.
Remarks:
/s/ Michelle Whicher05/18/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did HASI Chief Accounting Officer Michelle Whicher report on this Form 4?

Michelle Whicher reported a tax-related share disposition. The issuer withheld 961 HASI common shares at $41.19 per share to satisfy tax obligations arising from the vesting of 1,988 restricted common shares granted as equity compensation.

Was Michelle Whicher’s HASI Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the issuer to cover tax liabilities on vested stock, a common administrative step in equity compensation programs.

How many HASI shares does Michelle Whicher own after the reported transaction?

Following the tax withholding, Michelle Whicher directly holds 19,084 shares of HA Sustainable Infrastructure Capital common stock. This figure reflects her remaining direct ownership after 961 shares were withheld to satisfy tax obligations on the vesting event.

What are the LTIP Units reported for Michelle Whicher in HASI’s filing?

The filing shows 10,246 LTIP Units held indirectly through HASI Management HoldCo LLC. These units can convert into 10,246 OP Units and ultimately may be redeemable for cash or HA Sustainable Infrastructure Capital common shares on a one-for-one basis, subject to conditions.

Does Michelle Whicher fully own the LTIP Units reported in the HASI Form 4?

She reports only her pecuniary interest in LTIP Units held by HASI Management HoldCo LLC. The footnote states she disclaims beneficial ownership of these LTIP Units beyond the extent of her proportionate economic interest in the holding entity.

What price was used for the HASI tax-withholding shares on May 15, 2026?

The 961 shares withheld for tax purposes were valued using $41.19 per share. A footnote explains this amount represents the closing price of HA Sustainable Infrastructure Capital common stock on May 15, 2026, the transaction date.