Whicher Michelle 4
4 · HA Sustainable Infrastructure Capital, Inc. · Filed Mar 6, 2026
Research Summary
AI-generated summary of this filing
HASI Chief Accounting Officer Michelle Whicher — Shares Withheld for Taxes
What Happened
Michelle Whicher, Chief Accounting Officer of HA Sustainable Infrastructure Capital, Inc. (HASI), had 2,238 shares of HASI common stock withheld by the issuer on March 5, 2026 to satisfy her tax withholding obligation. The withheld shares were valued at $36.43 each (closing price on March 5), for a total withholding value of $81,530. This withholding was done in connection with the vesting of 4,629 shares of common stock (see footnotes).
Key Details
- Transaction date: March 5, 2026; Form 4 filed March 6, 2026 (timely filing).
- Transaction code: F (shares withheld to satisfy tax withholding).
- Shares withheld/disposed: 2,238 at $36.43 each; total value reported $81,530. (F2 = closing price on Mar 5, 2026)
- Vesting context: Withholding satisfied tax on 4,629 vested shares (F1).
- Derivative/plan detail: Related LTIP Units in Hannon Armstrong Sustainable Infrastructure, LP that convert to OP Units and may be redeemable for cash or common shares of HASI per partnership/plan terms (F3–F4). LTIP Units are held by HASI Management HoldCo LLC; the reporting person reports only her pecuniary interest (F6).
- Shares owned after transaction: Not specified in the supplied data.
Context
This was a tax-withholding/share surrender to cover tax on vested equity — a routine administrative disposition rather than an open-market sale or a purchase. Such withholdings do not necessarily indicate a change in insider sentiment about the company’s prospects. The underlying units are LTIP/partnership units that may convert to partnership OP Units and be redeemed for cash or HASI shares under the partnership and plan terms.
Insider Transaction Report
- Tax Payment
Common stock, par value $0.01 per share
[F1][F2]2026-03-05$36.43/sh−2,238$81,530→ 20,045 total
- 10,246(indirect: By LLC)
LTIP Units
[F3][F4][F5][F6]→ Common stock, par value $0.01 per share (10,246 underlying)
Footnotes (6)
- [F1]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 4,629 shares of Common Stock.
- [F2]Represents the closing price of the Common Stock on March 5, 2026.
- [F3]10,246 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 10,246 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.
- [F4]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.
- [F5]N/A
- [F6]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.