Executive at HASI (NYSE: HASI) reports grant of 100,500 LTIP Units

Rhea-AI Filing Summary

HA Sustainable Infrastructure Capital, Inc. reported an equity award involving Chief Revenue and Strategy Officer Marc T. Pangburn through HASI Management HoldCo LLC. An entity associated with him acquired 100,500 LTIP Units at $0.00 per unit, bringing his reported indirect interest in LTIP Units to 356,924 units.

These LTIP Units can vest and later convert into OP Units of the partnership, which may then be redeemable for cash or common stock of the company on a one-for-one basis, subject to conditions. Pangburn also directly holds 56,791 shares of common stock. He reports only his pecuniary interest in the HoldCo LLC units and disclaims beneficial ownership beyond that.

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^*

Pangburn Marc T.

(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 Rev And Strategy 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								56,791	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	(1)(2)	03/02/2026		A		100,500		(1)(2)	(3)	Common stock, par value $0.01 per share	100,500	$0	356,924(4)	I	By HASI Management HoldCo, LLC(5)

Explanation of Responses:

1. 356,924 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 356,924 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. N/A

4. Previously included in this total were 15,200 LTIP Units which did not vest, as certain performance targets for the performance period ended December 31, 2025 were not met.

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. Pangburn	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 officer Marc T. Pangburn report on this Form 4 for HASI?

Marc T. Pangburn reported an indirect acquisition of 100,500 LTIP Units at $0.00 per unit through HASI Management HoldCo LLC. These units are part of his long-term incentive compensation under the company’s equity incentive plans.

How many LTIP Units linked to HASI does Marc T. Pangburn now indirectly hold?

After the reported grant, Marc T. Pangburn’s proportionate indirect interest totals 356,924 LTIP Units. These units are held through HASI Management HoldCo LLC and reflect only the portion in which he has a pecuniary interest under the LLC structure.

How can Pangburn’s LTIP Units related to HASI be converted into common stock?

Once vested and at parity with OP Units, the LTIP Units may convert one-for-one into OP Units, which can then be redeemed for cash equal to common stock value or, at the company’s option, exchanged for an equivalent number of HASI common shares.

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

Marc T. Pangburn reports direct ownership of 56,791 shares of HA Sustainable Infrastructure Capital, Inc. common stock. This position is separate from his indirect interest in LTIP Units held through HASI Management HoldCo LLC.

Did all previously granted LTIP Units for HASI vest for Marc T. Pangburn?

No. A total of 15,200 LTIP Units previously included in his total did not vest because certain performance targets for the period ending December 31, 2025 were not achieved, reducing his outstanding LTIP Unit count accordingly.

How does Marc T. Pangburn describe his ownership interest in HASI Management HoldCo LLC’s LTIP Units?

He states the reported LTIP Units represent only the number in which he has a pecuniary interest through HASI Management HoldCo LLC and explicitly disclaims beneficial ownership beyond the extent of that proportional economic interest.