10,246 LTIP units granted via LLC for HASI (NYSE: HASI) CAO

Rhea-AI Filing Summary

HA Sustainable Infrastructure Capital reported an insider equity award involving its Chief Accounting Officer, Michelle Whicher. An affiliated entity, HASI Management HoldCo LLC, received a grant of 10,246 LTIP Units under the 2022 Equity Incentive Plan at a price of $0.00 per unit, reflecting only Whicher’s pecuniary interest in the LLC’s holdings.

Upon vesting and achieving parity, these LTIP Units may convert into an equal number of OP Units, which can then be redeemed for cash or, at the company’s option, common stock on a one-for-one basis, subject to conditions in the partnership agreement. The filing also notes that performance targets for the period ended December 31, 2025 were not met for 1,365 shares, which therefore did not vest, leaving Whicher with 22,283 shares of common stock held directly after the update.

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^*

Whicher Michelle

(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 Accounting 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								22,283(1)	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	(2)(3)	03/02/2026		A		10,246		(2)(3)	(4)	Common stock, par value $0.01 per share	10,246	$0	10,246	I	By HASI Management HoldCo LLC(5)

Explanation of Responses:

1. Previously included in this total were 1,365 shares which did not vest, as certain performance targets for the period ended December 31, 2025 were not met.

2. 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.

3. 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.

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/ Michelle Whicher	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 report for Michelle Whicher (HASI)?

HASI reported an equity award tied to Chief Accounting Officer Michelle Whicher. HASI Management HoldCo LLC, an entity where she is a member, received 10,246 LTIP Units at $0.00 per unit under the 2022 Equity Incentive Plan, reflecting only her pecuniary interest.

How many LTIP Units are involved in the latest HASI Form 4 filing?

The filing shows 10,246 LTIP Units associated with Michelle Whicher. These units can convert into 10,246 OP Units upon vesting and achieving parity, and those OP Units may be redeemed for cash or exchanged for common stock on a one-for-one basis, subject to conditions.

Who actually holds the LTIP Units reported for HASI’s CAO on Form 4?

The LTIP Units are held by HASI Management HoldCo LLC, not directly by Michelle Whicher. She is a member of this LLC and reports only the portion in which she has a pecuniary interest, while disclaiming beneficial ownership beyond that economic stake.

What happens to HASI’s LTIP Units after vesting and parity are achieved?

Once vested LTIP Units achieve parity with OP Units, they can be converted into OP Units on a one-for-one basis. The holder may then cause a redemption for cash equal to the market value of equivalent common shares, or receive HASI common stock instead, subject to adjustments.

How many HASI common shares does Michelle Whicher hold directly after this filing?

After this update, Michelle Whicher holds 22,283 shares of HASI common stock directly. The filing explains that 1,365 previously included shares did not vest because performance targets for the period ended December 31, 2025 were not met, reducing the earlier total.

Why did 1,365 HASI shares referenced in the Form 4 not vest?

The 1,365 shares did not vest because specified performance targets for the period ended December 31, 2025 were not achieved. As a result, those shares were removed from the reported total, and only the remaining vested or outstanding shares continue to be reflected in the direct holdings.