HASI COO granted 28,500 LTIP Units via LLC

HA Sustainable Infrastructure Capital, Inc.’s Chief Operating Officer, Nitya Gopalakrishnan, indirectly acquired 28,500 LTIP Units on March 2, 2026 through HASI Management HoldCo LLC under the 2022 Equity Incentive Plan.

Accepted by SEC EDGAR 03/04/2026 - 08:09 PM EST

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Rhea-AI Filing Summary

HA Sustainable Infrastructure Capital, Inc.’s Chief Operating Officer, Nitya Gopalakrishnan, indirectly acquired 28,500 LTIP Units on March 2, 2026 through HASI Management HoldCo LLC under the 2022 Equity Incentive Plan. In total, 48,500 LTIP Units are now reported as held indirectly. Vested LTIP Units can convert one-for-one into OP Units and then be redeemed for cash or an equivalent number of common shares, subject to conditions in the partnership agreement.

Insider Trade Summary

Grant/Award: 28,500 shares

Grant/Award 1 txn

Insider Gopalakrishnan Nitya

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	LTIP Units	28,500	$0.00	$0.00

Holdings After Transaction: LTIP Units — 48,500 contracts (Indirect, By HASI Management HoldCo LLC)

Holdings Before and After: LTIP Units, 20,000 to 48,500 contracts (Indirect, By HASI Management HoldCo LLC)

Footnotes (4)

F1. 48,500 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 48,500 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.
F2. 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.
F3. N/A
F4. 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 insider transaction did HASI report for COO Nitya Gopalakrishnan?

HASI reported an indirect acquisition of 28,500 LTIP Units for COO Nitya Gopalakrishnan. The units were granted on March 2, 2026 under the 2022 Equity Incentive Plan and are held through HASI Management HoldCo LLC, reflecting only his proportional pecuniary interest.

How many LTIP Units does the HASI COO hold after this Form 4 transaction?

After this transaction, 48,500 LTIP Units are reported as indirectly held for the COO. This total represents his proportional pecuniary interest in LTIP Units owned by HASI Management HoldCo LLC, rather than shares directly registered in his own name.

How can HASI LTIP Units reported in this Form 4 be converted in the future?

Once vested and at parity with OP Units, the LTIP Units can convert one-for-one into OP Units. The holder may then redeem OP Units for cash equal to common stock market value or receive common shares, subject to conditions in the partnership agreement.

Who legally holds the LTIP Units in HASI’s latest Form 4 filing?

The LTIP Units are held by HASI Management HoldCo LLC, not directly by the COO. Nitya Gopalakrishnan is a member of this LLC and reports only the portion in which he has a pecuniary interest, while disclaiming beneficial ownership beyond that interest.

What plan governed the LTIP award in HASI’s Form 4 for the COO?

The LTIP Units were granted under HA Sustainable Infrastructure Capital, Inc.’s 2022 Equity Incentive Plan, as amended. This plan provides for long-term incentive awards that can ultimately be settled in OP Units and then cash or common stock, subject to defined conditions.

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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^*

Gopalakrishnan Nitya

(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)
	Chief Operating 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)

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	⁽¹⁾⁽²⁾	03/02/2026		A		28,500		⁽¹⁾⁽²⁾	⁽³⁾	Common stock, par value $0.01 per share	28,500	$0	48,500	I	By HASI Management HoldCo LLC⁽⁴⁾

Explanation of Responses:

1. 48,500 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 48,500 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.

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. N/A

4. 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/ Nitya Gopalakrishnan	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