SEC Form 4 · accession 0001561894-26-000126
HA Sustainable Infrastructure Capital, Inc. · HASI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Eckel
Director
Period of report
Jun 3, 2026
Accepted (ET)
Jun 5, 2026 · 4:13 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001561894
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.01 per share | holding | — | — | — | 19,162 | D | ||
| Common stock, par value $0.01 per shareF1 | holding | — | — | — | 330,171 | I | By Jeffrey W. Eckel Revocable Trust | |
| Common stock, par value $0.01 per shareF2 | holding | — | — | — | 9,050 | I | By spouse | |
| Common stock, par value $0.01 per shareF3 | holding | — | — | — | 2,887 | I | By grandson |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LTIP UnitsF4,F5,F6 | — | Jun 3, 2026 | A | 8,698 | A | — | — | Common stock, par value $0.01 per share | 8,698 | 13,864 | D |
| LTIP UnitsF8,F9,F4,F7,F6 | — | holding | — | — | — | — | — | Common stock, par value $0.01 per share | 705,558 | 705,558 | I |
Explanation of responses
- F1These shares are held by the Jeffrey W. Eckel Revocable Trust, of which Jeffrey W. Eckel is the sole trustee and beneficiary.
- F2These shares are held by the reporting person's spouse. The reporting person disclaims ownership other than to the extent of their pecuniary interest.
- F3The reporting person acts as custodian for their grandson under the Uniform Gifts to Minors Act. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F4Vested 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.
- F513,864 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 13,864 long-term incentive plan units ("LTIP Units") in the Partnership.
- F6N/A
- F7705,558 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 705,558 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.
- F8Previously included in this total were 43,903 LTIP Units which did not vest, as certain performance targets for the performance period ended December 31, 2025 were not met, and 5,166 LTIP Units which are now held directly by the Reporting Person.
- F9These 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
Exhibit No. 24.1 Power of Attorney dated April 30, 2026.