Pangburn Marc T. 4
4 · HA Sustainable Infrastructure Capital, Inc. · Filed May 12, 2026
Research Summary
AI-generated summary of this filing
HASI Chief Rev & Strategy Officer Marc Pangburn Forfeits 100,500 LTIP Units
What Happened
- Marc T. Pangburn, Chief Revenue and Strategy Officer of HA Sustainable Infrastructure Capital, Inc. (HASI), recorded a disposition of 100,500 long‑term incentive plan (LTIP) units on May 11, 2026. The Form 4 reports the transaction as a derivative disposition (code J) at $0.00 — i.e., a forfeiture of those LTIP units rather than an open‑market sale or cash transaction.
- The forfeiture occurred when Pangburn transitioned from an employee to a non‑employee strategic advisor under a consulting agreement. The filing shows no cash proceeds from this disposition.
Key Details
- Transaction date: 2026-05-11; Form 4 filed: 2026-05-12 (timely filing).
- Reported disposition: 100,500 LTIP units; price reported $0.00 (forfeiture/other disposition, derivative).
- Shares/units owned after transaction: not specified in the Form 4. The filing notes remaining LTIP units continue to vest per their terms, subject to consulting services and restrictive covenants.
- Relevant footnotes:
- F1/F2: LTIP units are convertible into limited partner (OP) units of Hannon Armstrong Sustainable Infrastructure, LP and those OP units can be redeemed for cash equal to the market value of an equivalent number of HASI common shares or, at HASI’s option, converted into HASI common shares (one‑for‑one), subject to the Partnership Agreement.
- F3: 100,500 LTIP units were forfeited upon Pangburn’s transition to a consultant; remaining LTIP units remain subject to vesting and conditions.
- F5: These LTIP units are held by HASI Management HoldCo LLC; Pangburn reports only his pecuniary interest in HoldCo LLC and disclaims beneficial ownership beyond that interest.
- Filing not marked late; no implication of illicit trading — this is a forfeiture tied to employment status.
Context
- This was a forfeiture of incentive units tied to employment change, not a cash sale or purchase. For retail investors, such forfeitures typically reflect changes in compensation/vesting resulting from role transitions rather than a direct signal about the executive’s view of the company’s stock price.
Insider Transaction Report
Form 4Exit
Pangburn Marc T.
Chief Rev And Strategy Officer
Transactions
- Other
LTIP Units
[F1][F2][F3][F4][F5]2026-05-11−100,500→ 256,424 total(indirect: By LLC)→ Common stock, par value $0.01 per share (100,500 underlying)
Holdings
- 56,791
Common stock, par value $0.01 per share
Footnotes (5)
- [F1]256,424 units of limited partner interest ("OP Units") in Hannon Armstrong Sustainable Infrastructure, LP (the "Partnership") are issuable upon the vesting and conversion of 256,424 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.
- [F2]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.
- [F3]Effective May 11, 2026, the Reporting Person transitioned from an employee of the Issuer to a non-employee strategic advisor pursuant to a consulting agreement between the Issuer and the Reporting Person (the "Consulting Agreement"). According to the terms of the Consulting Agreement, 100,500 LTIP Units were forfeited upon the Reporting Person's transition, while the Reporting Person's remaining LTIP Units will continue to vest in accordance with their terms, subject to continued consulting services and compliance with restrictive covenants.
- [F4]N/A
- [F5]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.
Signature
/s/ Marc T. Pangburn|2026-05-12