HASI (NYSE: HASI) director Armbrister granted 3,553 LTIP incentive units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

HA Sustainable Infrastructure Capital director Clarence D. Armbrister received a grant of 3,553 LTIP Units on June 3, 2026. These long-term incentive plan units are tied to partnership interests and are a form of equity-based compensation rather than an open-market share purchase.

Following the reporting, Armbrister directly holds 1,135 shares of common stock, which includes 36 shares acquired through a dividend reinvestment program since his last Section 16 filing. In total, 23,551 LTIP Units are outstanding for him, which are issuable as an equal number of OP Units that can later be redeemed for cash or, at the issuer’s option, common stock on a one-for-one basis under the partnership agreement.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Armbrister Clarence D

Role null

Type	Security	Shares	Price	Value
Grant/Award	LTIP Units	3,553	$0.00	--
holding	Common stock, par value $0.01 per share	--	--	--

Holdings After Transaction: LTIP Units — 23,551 shares (Direct, null); Common stock, par value $0.01 per share — 1,135 shares (Direct, null)

Footnotes (1)

Includes 36 shares of Common stock which were acquired through a dividend reinvestment program since the Reporting Owner's last Section 16 filing. 23,551 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 23,551 long-term incentive plan units ("LTIP Units") in the Partnership. 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. N/A

Key Figures

LTIP Units granted: 3,553 units Common shares held: 1,135 shares Dividend reinvestment shares: 36 shares +2 more

5 metrics

LTIP Units granted 3,553 units Grant to Clarence D. Armbrister on June 3, 2026

Common shares held 1,135 shares Direct HASI common stock holdings after reported transactions

Dividend reinvestment shares 36 shares Common stock acquired via dividend reinvestment since last Section 16 filing

Total LTIP Units outstanding 23,551 units LTIP Units issuable as an equal number of OP Units

OP Units issuable 23,551 units OP Units in the partnership issuable upon LTIP vesting and conversion

Key Terms

LTIP Units, OP Units, dividend reinvestment program, Amended and Restated Agreement of Limited Partnership, +1 more

5 terms

LTIP Units financial

"23,551 long-term incentive plan units ("LTIP Units") in the Partnership."

LTIP units are awards given to executives and employees as part of a long-term incentive plan; they act like deferred bonuses that convert into company shares or cash only if the business meets set performance or time requirements. Investors care because LTIP units tie management pay to future results, can increase the number of outstanding shares (dilution) when they vest, and create ongoing compensation expense that can affect earnings and shareholder value.

OP Units financial

"23,551 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP"

OP units are ownership stakes in an operating partnership that sits beneath a public parent company, commonly used by real estate and energy firms to hold assets and distributions. Think of them like special shares in a subsidiary: they give economic rights to profits and cash payouts but are structured differently from the parent’s common stock, so investors watch OP unit issuance because it can change the effective ownership, future distributions, and potential dilution of the parent company’s equity.

dividend reinvestment program financial

"acquired through a dividend reinvestment program since the Reporting Owner's last Section 16 filing"

A dividend reinvestment program lets investors automatically use cash dividends to buy more shares of the same company instead of taking the money as cash. Think of it like an automatic savings plan that turns small payouts into additional ownership, often including fractional shares, which can speed up compound growth and reduce the need for manual buying decisions — a convenience that can boost long-term returns for shareholders.

Amended and Restated Agreement of Limited Partnership financial

"as described in the Partnership's Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement")"

Section 16 filing regulatory

"since the Reporting Owner's last Section 16 filing"

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Form 4 Insider Transactions: What Each Field Means →

06/05/2026 - 04:12 PM

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^*

Armbrister Clarence D

(Last)

(First)

(Middle)

ONE PARK PLACE SUITE 200

(Street)

ANNAPOLIS

MARYLAND

21401

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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								1,135⁽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)
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⁾	06/03/2026		A		3,553		⁽²⁾⁽³⁾	⁽⁴⁾	Common stock, par value $0.01 per share	3,553	$0	23,551	D

Explanation of Responses:

1. Includes 36 shares of Common stock which were acquired through a dividend reinvestment program since the Reporting Owner's last Section 16 filing.

2. 23,551 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 23,551 long-term incentive plan units ("LTIP Units") in the Partnership.

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

Remarks:

Exhibit No. 24.1 Power of Attorney dated April 30, 2026.

	/s/ Michael Stephan, Attorney-in-Fact	06/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Clarence D. Armbrister report at HASI?

Clarence D. Armbrister reported receiving 3,553 LTIP Units as compensation. These long-term incentive plan units can later convert into OP Units and potentially into HA Sustainable Infrastructure Capital common stock, aligning his interests with shareholders over time.

How many HASI common shares does Clarence D. Armbrister now hold directly?

After the reported transactions, Clarence D. Armbrister directly holds 1,135 HASI common shares. This total includes 36 shares that were acquired through a dividend reinvestment program since his previous Section 16 ownership filing with regulators.

What are LTIP Units in the HASI Form 4 filing for Clarence D. Armbrister?

LTIP Units are long-term incentive plan units in Hannon Armstrong Sustainable Infrastructure, LP. For Armbrister, 23,551 LTIP Units are outstanding and can vest and convert into an equal number of OP Units, which may later be redeemed for cash or common stock.

Can Clarence D. Armbrister’s LTIP Units at HASI convert into common stock?

Yes, Armbrister’s LTIP Units may eventually convert into OP Units and then into cash or HA Sustainable Infrastructure Capital common stock. The partnership can redeem OP Units for cash equal to the stock’s market value or, at the issuer’s option, issue common shares one-for-one.

Did the HASI Form 4 show an open-market stock purchase or sale by Clarence D. Armbrister?

The filing did not report any open-market purchases or sales of HASI common stock by Armbrister. Instead, it showed an award of 3,553 LTIP Units and updated his direct common stock holdings, including shares from the dividend reinvestment program.

How many LTIP Units does Clarence D. Armbrister have after the latest HASI filing?

After the reported grant, Armbrister has 23,551 LTIP Units outstanding. These units are linked to OP Units in the partnership and, subject to conditions in the partnership agreement, can ultimately be redeemed for cash or converted into HA Sustainable Infrastructure Capital common stock.