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Marc Pangburn at HASI (NYSE: HASI) moves to advisor role, forfeits 100,500 LTIP Units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HA Sustainable Infrastructure Capital reported that Chief Revenue and Strategy Officer Marc T. Pangburn transitioned on May 11, 2026 from employee to non-employee strategic advisor under a consulting agreement. In connection with this change, 100,500 LTIP Units were forfeited, while 256,424 LTIP Units remain outstanding through HASI Management HoldCo LLC, in which he holds only a proportionate pecuniary interest. Following the filing, he also holds 56,791 shares of common stock directly.

Positive

  • None.

Negative

  • Chief Revenue and Strategy Officer transition: Effective May 11, 2026, Marc T. Pangburn moved from employee status to a non-employee strategic advisor role, paired with the forfeiture of 100,500 LTIP Units, indicating a meaningful change in senior leadership engagement.

Insights

C-suite executive shifts to advisor role with LTIP forfeiture.

Marc T. Pangburn, Chief Revenue and Strategy Officer of HA Sustainable Infrastructure Capital, moved from employee status to non-employee strategic advisor effective May 11, 2026 under a consulting agreement. This represents a change in day-to-day executive leadership structure.

According to the agreement, 100,500 LTIP Units were forfeited, while 256,424 LTIP Units remain outstanding through HASI Management HoldCo LLC. The filing clarifies he is reporting only his pecuniary interest and disclaims broader beneficial ownership, suggesting a compensation and ownership restructuring rather than an open-market transaction.

He continues to hold 56,791 shares of common stock directly. There are no open-market buys or sells in this filing, so the primary informational content is the leadership transition and related equity incentive changes.

Insider Pangburn Marc T.
Role Chief Rev And Strategy Officer
Type Security Shares Price Value
Other LTIP Units 100,500 $0.00 --
holding Common stock, par value $0.01 per share -- -- --
Holdings After Transaction: LTIP Units — 256,424 shares (Indirect, By HASI Management HoldCo, LLC); Common stock, par value $0.01 per share — 56,791 shares (Direct, null)
Footnotes (1)
  1. 256,424 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 256,424 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. 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. Effective May 11, 2026, the Reporting Person transitioned from an employee of the Issuer to a non-employee strategic advisor pursuant to a consulting agreement between the Issuer and the Reporting Person (the "Consulting Agreement"). According to the terms of the Consulting Agreement, 100,500 LTIP Units were forfeited upon the Reporting Person's transition, while the Reporting Person's remaining LTIP Units will continue to vest in accordance with their terms, subject to continued consulting services and compliance with restrictive covenants. 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 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.
LTIP Units forfeited 100,500 LTIP Units Forfeited upon transition to non-employee strategic advisor effective May 11, 2026
Remaining LTIP Units 256,424 LTIP Units Outstanding through HASI Management HoldCo LLC, issuable as OP Units upon vesting and conversion
Direct common stock holding 56,791 shares Common stock, par value $0.01 per share, held directly after reported transactions
Restructuring shares 100,500 units Restructuring-related LTIP Unit transaction classified as ‘other’ (Code J)
LTIP Units financial
"256,424 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
"256,424 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.
Consulting Agreement financial
"pursuant to a consulting agreement between the Issuer and the Reporting Person (the "Consulting Agreement")."
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
X
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*
Pangburn Marc T.
(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 Rev And Strategy Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026		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 share56,791D
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)05/11/2026J100,500(3) (1)(2) (4)Common stock, par value $0.01 per share100,500$0256,424IBy HASI Management HoldCo, LLC(5)
Explanation of Responses:
1. 256,424 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 256,424 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. Effective May 11, 2026, the Reporting Person transitioned from an employee of the Issuer to a non-employee strategic advisor pursuant to a consulting agreement between the Issuer and the Reporting Person (the "Consulting Agreement"). According to the terms of the Consulting Agreement, 100,500 LTIP Units were forfeited upon the Reporting Person's transition, while the Reporting Person's remaining LTIP Units will continue to vest in accordance with their terms, subject to continued consulting services and compliance with restrictive covenants.
4. N/A
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/ Marc T. Pangburn05/12/2026
** 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 executive change did HASI disclose for Marc T. Pangburn?

HASI disclosed that Chief Revenue and Strategy Officer Marc T. Pangburn transitioned from an employee to a non-employee strategic advisor effective May 11, 2026. This change is governed by a consulting agreement defining his new role and ongoing service conditions.

How many LTIP Units were forfeited by Marc T. Pangburn at HASI?

The filing states that 100,500 LTIP Units were forfeited when Marc T. Pangburn transitioned to a non-employee strategic advisor. This forfeiture was required under the consulting agreement that governs his new advisory relationship with HA Sustainable Infrastructure Capital.

How many LTIP Units remain outstanding for Marc T. Pangburn at HASI?

The filing reports 256,424 LTIP Units remaining outstanding, which are issuable as OP Units upon vesting and conversion. These LTIP Units are held through HASI Management HoldCo LLC, and Pangburn reports only his proportionate pecuniary interest in that entity.

What direct common stock holdings does Marc T. Pangburn report in HASI?

Marc T. Pangburn reports ownership of 56,791 shares of HA Sustainable Infrastructure Capital common stock directly after the reported transactions. This reflects his direct equity stake, separate from his indirect interests via LTIP Units held through HASI Management HoldCo LLC.

Are Marc T. Pangburn’s LTIP Units at HASI held directly or indirectly?

The LTIP Units are held indirectly through HASI Management HoldCo LLC. Pangburn is a member of this entity and reports only the number of LTIP Units corresponding to his pecuniary interest, while expressly disclaiming beneficial ownership beyond that interest.

Do the reported HASI Form 4 transactions include open-market share sales or purchases?

The Form 4 does not report any open-market purchases or sales of HASI common stock by Marc T. Pangburn. Activity centers on LTIP Unit forfeiture and remaining awards linked to his transition from employee to non-employee strategic advisor under a consulting agreement.