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HASI (NYSE: HASI) risk officer reports 80,029 LTIP incentive units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

HA Sustainable Infrastructure Capital, Inc. executive Daniela Shapiro, Co-Chief Risk Officer, has reported an indirect holding of 80,029 LTIP Units through HASI Management HoldCo LLC. These long‑term incentive plan units were granted under the company’s 2022 Equity Incentive Plan.

Upon vesting and achieving parity, each LTIP Unit can convert into one OP Unit of the partnership, which may then be redeemed for cash equal to the market value of one share of common stock or, at the issuer’s option, one share of common stock. Shapiro reports only her proportionate pecuniary interest in the LLC’s LTIP Units and disclaims beneficial ownership beyond that interest.

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Insider Shapiro Daniela
Role Co-Chief Risk Officer
Type Security Shares Price Value
holding LTIP Units -- -- --
Holdings After Transaction: LTIP Units — 80,029 shares (Indirect, By HASI Management HoldCo LLC)
Footnotes (1)
  1. 80,029 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 80,029 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. 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 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 their proportionate interest in HoldCo LLC. The Reporting Person is voluntarily reporting their proportionate interest in HoldCo LLC's ownership of LTIP Units. The Reporting Person disclaims beneficial ownership other than to the extent of their pecuniary interest.
Indirect LTIP Units position 80,029 LTIP Units Reported indirect holding via HASI Management HoldCo LLC
Underlying common stock 80,029 shares Underlying common stock issuable upon vesting and conversion
Exercise/conversion price $0.0000 per unit Stated exercise price for LTIP Units
LTIP Units financial
"80,029 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
"Vested LTIP Units, after achieving parity with OP Units ... are eligible"
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.
2022 Equity Incentive Plan financial
"The LTIP Units were granted ... under the Issuer's 2022 Equity Incentive Plan, as amended."
pecuniary interest financial
"represent only the number of LTIP Units in which the Reporting Person has a pecuniary interest"
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership other than to the extent of their pecuniary interest."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Shapiro Daniela
(Last)(First)(Middle)
ONE PARK PLACE
SUITE 200
(Street)
ANNAPOLIS MARYLAND 21401
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2026		3. Issuer Name and Ticker or Trading Symbol
HA Sustainable Infrastructure Capital, Inc. [ HASI ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Co-Chief Risk Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
LTIP Units (1)(2) (3)Common stock, par value $0.01 per share80,029(1)(2)IBy HASI Management HoldCo LLC(4)
Explanation of Responses:
1. 80,029 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 80,029 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 their proportionate interest in HoldCo LLC. The Reporting Person is voluntarily reporting their proportionate interest in HoldCo LLC's ownership of LTIP Units. The Reporting Person disclaims beneficial ownership other than to the extent of their pecuniary interest.
Remarks:
Exhibit No. 24.1 Power of Attorney dated May 21, 2026.
/s/ Daniela Shapiro05/22/2026
** Signature of Reporting PersonDate
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 5 (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 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider position did HASI executive Daniela Shapiro report on this Form 3?

Daniela Shapiro reported an indirect holding of 80,029 LTIP Units tied to HA Sustainable Infrastructure Capital, Inc. These units are held through HASI Management HoldCo LLC and were granted under the issuer’s 2022 Equity Incentive Plan as part of long-term incentive compensation.

How are Daniela Shapiro’s HASI LTIP Units structured and what can they become?

Shapiro’s 80,029 LTIP Units can, after vesting and reaching parity, convert one-for-one into OP Units of the partnership. Those OP Units may then be redeemed for cash equal to the market value of one common share or, at the issuer’s option, one common share.

Is Daniela Shapiro’s interest in HASI LTIP Units direct or indirect?

Her interest is indirect, held through HASI Management HoldCo LLC. She is a member of this LLC and reports only the LTIP Units in which she has a pecuniary interest, reflecting her proportionate ownership share in the entity rather than direct share ownership.

Does Daniela Shapiro claim full beneficial ownership of the reported HASI LTIP Units?

No. Shapiro expressly disclaims beneficial ownership of the LTIP Units beyond her pecuniary interest. The filing states she is voluntarily reporting only the portion of HASI Management HoldCo LLC’s LTIP holdings corresponding to her economic stake in that entity.

What rights could the HASI LTIP Units ultimately provide Daniela Shapiro?

After vesting and conversion into OP Units, Shapiro may cause the partnership to redeem those OP Units for cash equal to the market value of equivalent common shares, or receive shares of common stock at the issuer’s option, on a one-for-one basis, subject to adjustments.