HASI executive awarded 60,000 LTIP Units

HA Sustainable Infrastructure Capital executive Susan D. Nickey reported an equity award involving long-term incentive units.

Accepted by SEC EDGAR 03/04/2026 - 08:08 PM EST

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Rhea-AI Filing Summary

HA Sustainable Infrastructure Capital executive Susan D. Nickey reported an equity award involving long-term incentive units. On March 2, 2026, an entity associated with her, HASI Management HoldCo LLC, was credited with 60,000 LTIP Units at a grant price of $0.00 per unit, reflecting a grant or award acquisition rather than a market purchase.

After this award, the filing shows 258,746 LTIP Units attributable to her pecuniary interest through HoldCo LLC, and separate indirect and direct holdings of common stock through a revocable trust and in her own name. A prior 14,059 LTIP Units portion did not vest because performance targets for the period ended December 31, 2025 were not met.

Insider Trade Summary

Grant/Award: 60,000 shares

Grant/Award 1 txn

Insider Nickey Susan D

Role EVP and Chief Client Officer

Type	Security	Shares	Price	Value
Grant/Award	LTIP Units	60,000	$0.00	$0.00
Holding	Common stock, par value $0.01 per share	--	--	--
Holding	Common stock, par value $0.01 per share	--	--	--

Holdings After Transaction: LTIP Units — 258,746 contracts (Indirect, By HASI Management HoldCo LLC); Common stock, par value $0.01 per share — 58,245 shares (Indirect, Susan D Nickey Revocable Trust DTD 11/19/2021); Common stock, par value $0.01 per share — 2,614 shares (Direct)

Holdings Before and After: LTIP Units, 198,746 to 258,746 contracts (Indirect, By HASI Management HoldCo LLC)

Footnotes (6)

F1. These Shares or LTIP Units are held by the Susan D Nickey Revocable Trust DTD 11/19/2021, of which Ms. Nickey is the trustee. Ms. Nickey possesses the voting and investment power with respect to the Shares or LTIP Units held by the Trust.
F2. 258,746 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon vesting and the conversion of 258,746 long-term incentive plan units ("LTIP Units") in the Partnership. Vested LTIP Units, after achieving parity with OP Units, are eligible to be converted into OP Units (as described in the Partnership's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement")) on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership Agreement.
F3. 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.
F4. N/A
F5. Previously included in this total were 14,059 LTIP Units which did not vest, as certain performance targets for the performance period ended December 31, 2025 were not met.
F6. 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.

FAQ

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What did HASI executive Susan D. Nickey report in this Form 4 filing for HASI?

Susan D. Nickey reported an award of 60,000 LTIP Units at a grant price of $0.00 on March 2, 2026. The units are held through HASI Management HoldCo LLC, reflecting her proportionate pecuniary interest rather than an open-market stock purchase or sale.

How many LTIP Units are attributed to Susan D. Nickey after the latest HASI award?

After the March 2, 2026 grant, 258,746 LTIP Units are attributed to Susan D. Nickey’s pecuniary interest through HASI Management HoldCo LLC. These LTIP Units can potentially convert into OP Units and then into HASI common stock, subject to vesting and conditions in the partnership agreement.

Were there any performance-based LTIP Units that failed to vest for HASI’s Susan D. Nickey?

Yes. The filing notes that 14,059 previously included LTIP Units did not vest because certain performance targets for the performance period ended December 31, 2025 were not met. This reduced the total LTIP Units counted for her pecuniary interest going forward.

How are Susan D. Nickey’s HASI LTIP Units and shares held according to the Form 4?

Her LTIP Units are held indirectly through HASI Management HoldCo LLC, where she reports only her pecuniary interest. Common stock is held indirectly via the Susan D Nickey Revocable Trust and directly in her own name, reflecting a mix of trust and personal ownership structures.

Does the HASI Form 4 show any insider buying or selling of common stock by Susan D. Nickey?

The Form 4 primarily reports an LTIP Unit grant of 60,000 units rather than a common stock trade. Common stock lines are shown as holdings with updated totals, but no explicit buy or sell transaction code is provided for the common shares in this filing.

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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

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^*

Nickey Susan D

(Last)

(First)

(Middle)

ONE PARK PLACE, SUITE 200

(Street)

ANNAPOLIS

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)
	EVP and Chief Client 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.01 per share								58,245	I	Susan D Nickey Revocable Trust DTD 11/19/2021⁽¹⁾
Common stock, par value $0.01 per share								2,614	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP Units	⁽²⁾⁽³⁾	03/02/2026		A		60,000		⁽²⁾⁽³⁾	⁽⁴⁾	Common stock, par value $0.01 per share	60,000	$0	258,746⁽⁵⁾	I	By HASI Management HoldCo LLC⁽¹⁾⁽⁶⁾

Explanation of Responses:

1. These Shares or LTIP Units are held by the Susan D Nickey Revocable Trust DTD 11/19/2021, of which Ms. Nickey is the trustee. Ms. Nickey possesses the voting and investment power with respect to the Shares or LTIP Units held by the Trust.

2. 258,746 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon vesting and the conversion of 258,746 long-term incentive plan units ("LTIP Units") in the Partnership. Vested LTIP Units, after achieving parity with OP Units, are eligible to be converted into OP Units (as described in the Partnership's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement")) on a one-for-one basis upon the satisfaction of conditions set forth in the Partnership Agreement.

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. Previously included in this total were 14,059 LTIP Units which did not vest, as certain performance targets for the performance period ended December 31, 2025 were not met.

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/ Susan D. Nickey	03/04/2026
	** 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.

Source: View Original Filing on SEC EDGAR