HA Sustainable Infrastructure (HASI) risk chief logs 679-share tax move

Rhea-AI Filing Summary

HA Sustainable Infrastructure Capital EVP and Chief Risk Officer Viral Amin reported a tax-related share disposition. On March 5, 2026, 679 shares of common stock were withheld by the company at $36.43 per share to satisfy his tax obligation on the vesting of 2,039 shares.

After this withholding, Amin directly holds 4,078 shares of common stock. He is also attributed an indirect pecuniary interest in 56,843 LTIP Units held by HASI Management HoldCo LLC, which may convert into OP Units and ultimately into common stock under the partnership and equity plan terms.

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^*

Viral Amin A

(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)
	EVP, Chief Risk 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		679(1)	D	$36.43(2)	4,078	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	56,843		56,843	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 2,039 shares of Common Stock.

2. Represents the closing price of the Common Stock on March 5, 2026.

3. 56,843 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 56,843 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/ Viral A. Amin	03/06/2026
	** 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).
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FAQ

What insider transaction did HASI executive Viral Amin report?

Viral Amin reported a tax-withholding disposition of 679 HASI common shares. The company withheld these shares at $36.43 each to cover taxes due on the vesting of 2,039 previously granted shares, rather than an open-market sale initiated by the executive.

Was the HASI Form 4 transaction a discretionary sale of shares?

The Form 4 reflects a tax-withholding disposition, not a discretionary sale. HASI withheld 679 shares, with board approval, to satisfy Viral Amin’s tax liability arising from the vesting of 2,039 common shares, using the $36.43 March 5, 2026 closing price.

How many HASI shares does Viral Amin hold after this Form 4 event?

After the tax withholding, Viral Amin directly holds 4,078 shares of HA Sustainable Infrastructure Capital common stock. This figure reflects the remaining position following the 679 shares withheld to satisfy taxes tied to the vesting of 2,039 common shares.

What are the 56,843 LTIP Units associated with HASI in this filing?

The filing notes 56,843 LTIP Units held by HASI Management HoldCo LLC in which Viral Amin has a pecuniary interest. These LTIP Units can vest, reach parity with OP Units, and convert one-for-one into OP Units, which may then be exchanged for cash or HASI common stock.

Does Viral Amin fully own the HASI LTIP Units reported on the Form 4?

The LTIP Units are held by HASI Management HoldCo LLC, not directly by Amin. He is a member of this entity and reports only his proportional pecuniary interest. He expressly disclaims beneficial ownership beyond that pecuniary interest in the 56,843 LTIP Units.

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

The 679 HASI shares withheld for taxes were valued at $36.43 per share. A footnote explains this amount represents the closing price of HA Sustainable Infrastructure Capital’s common stock on March 5, 2026, the date of the vesting-related tax obligation.