HASI (HASI) director-linked trusts and spouse report open-market stock sales

Rhea-AI Filing Summary

HA Sustainable Infrastructure Capital director-related entities reported stock sales. On February 17, 2026, the Jeffrey W. Eckel Revocable Trust completed open-market sales of 124,998 shares of common stock at a weighted average price of $39.22, leaving 330,171 shares held by the trust. Shares held by the reporting person’s spouse were also sold in open-market transactions, with 9,400 shares sold at a weighted average price of $39.34, leaving 9,050 shares held by the spouse.

The reporting person also reports direct ownership of 19,162 shares and indirect holdings of 2,887 shares as custodian for a grandson, while disclaiming beneficial ownership of the grandson’s shares. In addition, the reporting person has an indirect pecuniary interest in 754,627 LTIP Units held through HASI Management HoldCo LLC, which are ultimately tied to potential OP Units and common stock under the company’s equity incentive plans.

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

OMB APPROVAL

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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^*

Eckel 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		S		124,998	D	$39.22(1)	330,171	I	By Jeffrey W. Eckel Revocable Trust(2)
Common stock, par value $0.01 per share	02/17/2026		S		9,400	D	$39.34(3)	9,050	I	By spouse(4)
Common stock, par value $0.01 per share								19,162	D
Common stock, par value $0.01 per share								2,887	I	By grandson(5)

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	(6)(7)							(6)(7)	(8)	Common stock, par value $0.01 per share	754,627		754,627	I	By HASI Management HoldCo LLC(9)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.80 to $39.80, inclusive, on February 17, 2026. The reporting person undertakes to provide HA Sustainable Infrastructure Capital, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

2. These shares are held by the Jeffrey W. Eckel Revocable Trust, of which Jeffrey W. Eckel is the sole trustee and beneficiary.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.26 to $39.46, inclusive, on February 17, 2026. The reporting person undertakes to provide HA Sustainable Infrastructure Capital, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

4. These shares are held by the reporting person's spouse. The reporting person disclaims ownership other than to the extent of his pecuniary interest.

5. The reporting person acts as custodian for his grandson under the Uniform Gifts to Minors Act. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

6. 754,627 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 754,627 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.

7. 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.

8. N/A

9. 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 Eckel	02/17/2026
	** Signature of Reporting Person	Date
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.

FAQ

What insider transactions did HASI director Jeffrey Eckel-related entities report on February 17, 2026?

Entities associated with director Jeffrey Eckel reported open-market sales of HA Sustainable Infrastructure Capital common stock on February 17, 2026, including trust-held and spouse-held shares, while also updating direct holdings, custodial holdings, and interests in long-term incentive plan units tied to partnership interests.

How many HASI shares did the Jeffrey W. Eckel Revocable Trust sell and retain?

The Jeffrey W. Eckel Revocable Trust sold 124,998 HA Sustainable Infrastructure Capital shares at a weighted average price of $39.22. After these open-market sales, the trust continued to hold 330,171 shares of the company’s common stock, with Eckel as sole trustee and beneficiary.

What stock transactions involved shares of HASI held by Jeffrey Eckel’s spouse?

Shares held by the reporting person’s spouse saw open-market sales of 9,400 HA Sustainable Infrastructure Capital shares at a weighted average price of $39.34. Following these transactions, 9,050 shares remained held by the spouse, with the reporting person disclaiming ownership beyond any pecuniary interest.

What additional HASI common stock holdings does Jeffrey Eckel report after these transactions?

After the reported sales, the reporting person lists 19,162 shares of HA Sustainable Infrastructure Capital common stock held directly. He also reports 2,887 shares held as custodian for his grandson, while expressly disclaiming beneficial ownership of those custodial shares for Section 16 and other purposes.

What are the 754,627 LTIP Units reported in the HASI Form 4 filing?

The filing reports 754,627 LTIP Units held indirectly through HASI Management HoldCo LLC, representing the reporting person’s pecuniary interest. These units can vest and convert into OP Units on a one-for-one basis, which may then be redeemable for cash or HA Sustainable Infrastructure Capital common stock.

How can the reported LTIP Units in HASI potentially convert into common stock?

Once vested LTIP Units achieve parity with OP Units under the partnership agreement, they may convert to OP Units on a one-for-one basis. The holder can then request redemption for cash equal to common stock market value or, at the issuer’s option, an equivalent number of HASI common shares.