HASI (NYSE: HASI) CAO logs tax withholding share disposition and LTIP units

Rhea-AI Filing Summary

HA Sustainable Infrastructure Capital, Inc. Chief Accounting Officer Michelle Whicher reported a tax-related share disposition linked to equity vesting. On the vesting of 4,629 shares of common stock, 2,238 shares were withheld by the company, with Board approval, to cover her tax withholding obligation at a price of $36.43 per share. Following this withholding, she held 20,045 shares of common stock directly.

The filing also notes 10,246 long-term incentive plan (LTIP) units held indirectly through HASI Management HoldCo LLC. These LTIP Units may vest into an equal number of OP Units, which can then be redeemed for cash or common stock on a one-for-one basis under partnership agreement terms. Whicher reports only her proportionate pecuniary interest in these LTIP Units and disclaims beneficial ownership beyond that interest.

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)
03/05/2026

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	03/05/2026		F		2,238(1)	D	$36.43(2)	20,045	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	(3)(4)							(3)(4)	(5)	Common stock, par value $0.01 per share	10,246		10,246	I	By 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 4,629 shares of Common Stock.

2. Represents the closing price of the Common Stock on March 5, 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 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	03/06/2026
	** 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 Chief Accounting Officer Michelle Whicher report?

Michelle Whicher reported a tax-withholding disposition where 2,238 shares of HA Sustainable Infrastructure Capital common stock were withheld by the company. The shares covered taxes on the vesting of 4,629 shares and were valued at $36.43 each, based on the closing price.

Was the HASI Form 4 transaction an open-market sale of shares?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. The issuer withheld 2,238 shares, with Board approval, to satisfy Michelle Whicher’s tax obligation arising from restricted stock vesting, using the March 5, 2026 closing price of $36.43 per share.

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

After the tax-withholding transaction, Michelle Whicher directly holds 20,045 shares of HA Sustainable Infrastructure Capital common stock. This figure reflects her remaining direct ownership after 2,238 shares were withheld to cover taxes on the vesting of 4,629 shares.

What are the 10,246 LTIP Units referenced in the HASI Form 4 filing?

The filing notes 10,246 LTIP Units that can vest into 10,246 OP Units in Hannon Armstrong Sustainable Infrastructure, LP. Once vested and converted, these OP Units may be redeemed for cash or HA Sustainable Infrastructure Capital common stock on a one-for-one basis, subject to agreement conditions.

How are Michelle Whicher’s LTIP Units in HASI held and reported?

The LTIP Units are held by HASI Management HoldCo LLC, of which Michelle Whicher is a member. She reports only the portion corresponding to her pecuniary interest and disclaims beneficial ownership beyond that, indicating indirect ownership through the LLC structure.

What price was used for the HASI tax-withholding shares on March 5, 2026?

The 2,238 withheld shares were valued at $36.43 per share, which the filing identifies as the closing price of HA Sustainable Infrastructure Capital common stock on March 5, 2026. This price was used to determine the tax-withholding share amount.