HA Sustainable Infrastructure COO Discloses 20,000 LTIP Units Conversion

Rhea-AI Filing Summary

HA Sustainable Infrastructure Capital insider Nitya Gopalakrishnan, the company's Chief Operating Officer and a director, reported on 09/16/2025 that 20,000 long-term incentive plan units (LTIP Units) vested and were reported as issuable upon conversion into 20,000 operating partnership units (OP Units) of Hannon Armstrong Sustainable Infrastructure, LP. The LTIP Units are held by HASI Management HoldCo LLC, of which the reporting person is a member, and he reports only his proportionate pecuniary interest in those units. Upon conversion, the OP Units may be redeemed for cash equal to market value or exchanged for an equivalent number of the issuer's common shares, subject to the partnership agreement and issuer option.

Positive

• Transparent disclosure of indirect ownership through HASI Management HoldCo LLC, with proportionate pecuniary interest specified
• Equity compensation conversion of 20,000 LTIP Units into 20,000 OP Units, showing realized vesting events under the 2022 Equity Incentive Plan

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine equity-based compensation conversion reported; limited immediate market impact.

The filing documents the vesting and conversion mechanics of 20,000 LTIP Units into OP Units that can be redeemed or exchanged for common stock. This is a non-cash equity compensation event tied to the Partnership Agreement rather than an open-market purchase or sale of issuer stock. Because the shares are held indirectly through a management holding company and the reporting person disclaims beneficial ownership beyond his pecuniary interest, the filing appears administrative and does not indicate a direct transfer of shares into the public float or a sale pressure event.

Corporate Governance Expert

TL;DR: Disclosure shows governance transparency on executive compensation and holding structure.

The report clarifies that LTIP Units granted under the 2022 Equity Incentive Plan are subject to vesting and parity conversion with OP Units, and that redemption/exchange rights are governed by the Partnership Agreement. Voluntary reporting of proportionate pecuniary interest via HASI Management HoldCo LLC improves transparency on indirect holdings. The filing contains no indications of policy changes, departures, or other governance red flags.

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^*

Gopalakrishnan Nitya

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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

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)	09/16/2025		A		20,000		(1)(2)	(3)	Common stock, par value $0.01 per share	20,000	$0	20,000	I	By HASI Management HoldCo LLC(4)

Explanation of Responses:

1. 20,000 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 20,000 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	09/16/2025
	** 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 did HASI insider Nitya Gopalakrishnan report on Form 4?

The report discloses the vesting/conversion of 20,000 LTIP Units into 20,000 OP Units held indirectly through HASI Management HoldCo LLC, reported on 09/16/2025.

Does the Form 4 show a sale of HASI (HASI) common stock?

No. The filing reports conversion-eligible LTIP Units into OP Units and notes potential redemption or exchange rights for cash or common stock; it does not report an open-market sale.

Who holds the LTIP Units and what is the reporting person’s interest?

The LTIP Units are held by HASI Management HoldCo LLC. The reporting person is a member of that LLC and reports only his proportionate pecuniary interest in those units.

What can happen when LTIP Units convert to OP Units?

Upon conversion, the reporting person may cause the Partnership to redeem OP Units for cash equal to market value, or the Issuer may issue an equivalent number of common shares, subject to the Partnership Agreement and issuer option.

Was any price paid reported for these units?

No purchase price is reported; the Form 4 shows the LTIP Units were issuable upon vesting and conversion with a reported price of $0 for the LTIP Units in the filing.