Welcome to our dedicated page for HA Sustainable Infrastructure Capital SEC filings (Ticker: HASI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
HA Sustainable Infrastructure Capital, Inc. filings document an NYSE-listed sustainable infrastructure investor with common stock registered under the Exchange Act. The company’s 8-K reports furnish earnings releases, dividend announcements, Regulation FD materials, material agreements and capital-structure events related to its investment funding program.
Recent filings also describe green senior unsecured notes, green junior subordinated notes, indentures, subsidiary guarantors, commercial paper and revolving credit facility usage, and redemptions of outstanding senior notes. Proxy materials cover shareholder voting matters, executive compensation and governance disclosures, while compensation-related 8-K reports document severance arrangements and change-in-control protections for covered executives.
HA Sustainable Infrastructure Capital, Inc. is asking stockholders to vote at its June 3, 2026 virtual annual meeting on three items: electing ten director nominees, ratifying Ernst & Young LLP as auditor for 2026, and approving a non-binding advisory vote on executive pay.
The board highlights strong governance features, including a separate chair and CEO, a non-staggered board, a majority vote policy, and over 80% independent directors, with three audit committee financial experts. The proxy emphasizes sustainability oversight, climate-focused investing using proprietary CarbonCount and WaterCount tools, and a board that is 42% female and 17% from racial or ethnic minorities.
The company details its pay-for-performance philosophy, an executive compensation program linked to climate solution investments, and a 2025 CEO pay ratio of 36x the median employee. It also outlines extensive stockholder outreach, active human capital initiatives, employee stock ownership eligibility for all full-time staff, and robust cybersecurity and risk oversight through dedicated board committees.
HA Sustainable Infrastructure Capital, Inc. adopted a new Executive Protection Plan that provides severance benefits to its CEO and selected management employees. Effective May 1, 2026, executives are placed into Tier A, Tier B, or Tier C, with benefits varying by tier.
Severance is available after a Qualifying Termination, which generally includes termination without cause and, for Tier A and B, resignation for defined constructive reasons. Enhanced benefits apply if the termination occurs within one year after a company change in control.
Payments require a signed participation agreement, a release of claims, and compliance with restrictive covenants. Potential payments tied to a change in control are reduced if necessary to avoid excise tax on excess parachute payments, and the plan does not provide excise tax gross-ups.
HA Sustainable Infrastructure Capital, Inc. filed Amendment No. 1 to its Form 10-K for the year ended December 31, 2025 to comply with Regulation S-X Rule 3-09 by adding separate financial statements for significant equity method investees Palmetto HASI Holdings LLC and Daggett Renewable Holdco LLC and their subsidiaries.
The amendment primarily updates Item 15 to include new exhibits with these consolidated financial statements and related auditor consents, along with updated CEO and CFO certifications. As of June 30, 2025, common stock held by non-affiliates had an aggregate market value of $3.3 billion, and on March 23, 2026 there were 128,420,364 common shares outstanding, including 619,298 unvested restricted shares.
HA Sustainable Infrastructure Capital Inc: Schedule 13G/A amendment showing no beneficial ownership by The Vanguard Group. The filing states 0 shares beneficially owned and 0% of the class by The Vanguard Group after an internal realignment. The amendment explains certain Vanguard subsidiaries now report separately in reliance on SEC Release No. 34-39538.
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.
HA Sustainable Infrastructure Capital, Inc. Chief Accounting Officer Michelle Whicher reported a tax-related share disposition linked to equity vesting. On the vesting of 4,629 shares of common stock, 2,238 shares were withheld by the company, with Board approval, to cover her tax withholding obligation at a price of $36.43 per share. Following this withholding, she held 20,045 shares of common stock directly.
The filing also notes 10,246 long-term incentive plan (LTIP) units held indirectly through HASI Management HoldCo LLC. These LTIP Units may vest into an equal number of OP Units, which can then be redeemed for cash or common stock on a one-for-one basis under partnership agreement terms. Whicher reports only her proportionate pecuniary interest in these LTIP Units and disclaims beneficial ownership beyond that interest.
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.
HA Sustainable Infrastructure Capital reported an insider equity award involving its Chief Accounting Officer, Michelle Whicher. An affiliated entity, HASI Management HoldCo LLC, received a grant of 10,246 LTIP Units under the 2022 Equity Incentive Plan at a price of $0.00 per unit, reflecting only Whicher’s pecuniary interest in the LLC’s holdings.
Upon vesting and achieving parity, these LTIP Units may convert into an equal number of OP Units, which can then be redeemed for cash or, at the company’s option, common stock on a one-for-one basis, subject to conditions in the partnership agreement. The filing also notes that performance targets for the period ended December 31, 2025 were not met for 1,365 shares, which therefore did not vest, leaving Whicher with 22,283 shares of common stock held directly after the update.
HA Sustainable Infrastructure Capital executive Viral Amin, EVP and Chief Risk Officer, indirectly acquired 20,645 LTIP Units through HASI Management HoldCo LLC at a grant price of $0 under the 2022 Equity Incentive Plan. In total, 56,843 LTIP Units are outstanding, which may vest into an equal number of OP Units and can ultimately be exchanged for cash or common stock. Amin also directly holds 4,757 shares of common stock after these transactions.