HASI / HA Sustainable Infrastructure Capital, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35877 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

Certification of Chief Financial Officer pursuant to section 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes—Oxley Act of 2002

EXHIBIT 32.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, 10 U.S.C. SECTION 1350 In connection with the Quarterly Report on Form 10-Q of HA Sustainable Infrastructure Capital, Inc. (the “Company”) for the period ended June 30, 2025, to be filed with the Securities and Exchange Commission on or about the date hereof (the “report”), I, Charles W. Melko, Chief Financial Of

Form of Offer Letter to be used between the Company and certain executives

[Date] [Name] [Address] Dear [Name]: [Insert which company entity] (the “Company” or “HASI”) is pleased to offer you the position of [Title], reporting to [Manager Name].

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 HA Sustainable Infra

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 HA Sustainable Infrastructure Capital, Inc.

HASI Announces Second Quarter 2025 Results

HASI Announces Second Quarter 2025 Results ANNAPOLIS, Md., August 7, 2025 - (BUSINESS WIRE) - HA Sustainable Infrastructure Capital, Inc. (“HASI,” “We,” “Our” or the “Company”) (NYSE: HASI), a leading investor in sustainable infrastructure assets, today reported results for the second quarter of 2025. Key Highlights •GAAP EPS of $0.74, compared with $0.23 in Q2 2024, and Adjusted EPS of $0.60, com

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2025 HA Sustainable Infras

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2025 HA Sustainable Infrastructure Capital, Inc.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 14, 2025 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35877 46-1347456 (State or Other Jurisdiction of Incorpora

HASI ANNOUNCES PRICING TERMS OF CASH TENDER OFFER FOR 3.375% SENIOR NOTES DUE 2026 AND 8.00% GREEN SENIOR UNSECURED NOTES DUE 2027

Exhibit 99.2 HASI ANNOUNCES PRICING TERMS OF CASH TENDER OFFER FOR 3.375% SENIOR NOTES DUE 2026 AND 8.00% GREEN SENIOR UNSECURED NOTES DUE 2027 Friday, June 27, 2025 ANNAPOLIS, Md.—(BUSINESS WIRE)— HA Sustainable Infrastructure Capital, Inc. (“HASI”) (NYSE: HASI), a leading investor in sustainable infrastructure assets, today announced the pricing terms for the previously announced cash tender off

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 27, 2025 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35877 46-1347456 (State or Other Jurisdiction of Incorpora

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EX-99.1 Exhibit 99.1 HASI ANNOUNCES EARLY RESULTS AND UPSIZING OF CASH TENDER OFFER FOR 3.375% SENIOR NOTES DUE 2026 AND 8.00% GREEN SENIOR UNSECURED NOTES DUE 2027 Friday, June 27, 2025 ANNAPOLIS, Md.—(BUSINESS WIRE)— HA Sustainable Infrastructure Capital, Inc. (“HASI”) (NYSE: HASI), a leading investor in sustainable infrastructure assets, today announced the early results of the previously annou

Indenture, dated as of June 24, 2025 by and among HA Sustainable Infrastructure Capital, Inc., as issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.

Exhibit 4.1 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., as Issuer the Guarantors party hereto from time to time INDENTURE Dated as of June 24, 2025 U.S. Bank Trust Company, National Association as Trustee Table Showing Reflection in Indenture of Certain Provisions of Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990 Reflected in Indenture Trust Indenture Act Sectio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 24, 2025 HA SUSTAINABLE INFRA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 24, 2025 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35877 46-1347456 (State or Other Jurisdiction of Incorpora

Indenture Officer’s Certificate pursuant to Section 2.02 of the Indenture, dated June 24, 2025 (including the forms of HA Sustainable Infrastructure Capital, Inc.’s 6.150% Green Senior Unsecured Note due 2031 and 6.750% Green Senior Unsecured Note due 2035).

Exhibit 4.2 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. OFFICER’S CERTIFICATE June 24, 2025 Reference is made to the Indenture, dated as of June 24, 2025 (the “Base Indenture”), by and among HA Sustainable Infrastructure Capital, Inc. (the “Company”), Hannon Armstrong Sustainable Infrastructure, L.P. (the “OP”), Hannon Armstrong Capital, LLC (“HAC”), HAT Holdings I LLC (“HAT I”), HAT Holdings II L

Underwriting Agreement, dated June 12, 2025, among, HA Sustainable Infrastructure Capital, Inc., Hannon Armstrong Sustainable Infrastructure, L.P., Hannon Armstrong Capital, LLC, HAT Holdings I LLC, HAT Holdings II LLC, HAC Holdings I LLC, and HAC Holdings II LLC and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, and Truist Securities, Inc., as representatives of the several underwriters.

Exhibit 1.1 Execution Version HA Sustainable Infrastructure Capital, Inc. (a Delaware corporation) 6.150% Green Senior Unsecured Notes due 2031 6.750% Green Senior Unsecured Notes due 2035 UNDERWRITING AGREEMENT Dated: June 12, 2025 HA Sustainable Infrastructure Capital, Inc. (a Delaware corporation) $600,000,000 6.150% Green Senior Unsecured Notes due 2031 $400,000,000 6.750% Green Senior Unsecur

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 12, 2025 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35877 46-1347456 (State or Other Jurisdiction of Incorpora

$1,000,000,000 HA Sustainable Infrastructure Capital, Inc. $600,000,000 6.150% Green Senior Unsecured Notes due 2031 $400,000,000 6.750% Green Senior Unsecured Notes due 2035

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-285461 PROSPECTUS SUPPLEMENT (To prospectus dated February 28, 2025) $1,000,000,000 HA Sustainable Infrastructure Capital, Inc. $600,000,000 6.150% Green Senior Unsecured Notes due 2031 $400,000,000 6.750% Green Senior Unsecured Notes due 2035 HA Sustainable Infrastructure Capital, Inc. (the “Issuer”) is offering $600,000,000

Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) HA Sustainable Infrastructure Capital, Inc. HAT Holdings I LLC* HAT Holdings II LLC* HAC Holdings I LLC* HAC Holdings II LLC* Hannon Armstrong Sustainable Infrastructure, L.P.* Hannon Armstr

Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) Issuer: HA Sustainable Infrastructure Capital, Inc.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 12, 2025 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35877 46-1347456 (State or Other Jurisdiction of Incorpora

HA Sustainable Infrastructure Capital, Inc. $600,000,000 6.150% Green Senior Unsecured Notes due 2031 $400,000,000 6.750% Green Senior Unsecured Notes due 2035

FWP 1 d23520dfwp.htm FWP Filed Pursuant to Rule 433 Registration Statement No. 333-285461 Issuer Free Writing Prospectus dated June 12, 2025 Relating to Preliminary Prospectus Supplement dated June 12, 2025 (to the Prospectus dated February 28, 2025) PRICING SUPPLEMENT HA Sustainable Infrastructure Capital, Inc. $600,000,000 6.150% Green Senior Unsecured Notes due 2031 $400,000,000 6.750% Green Se

June 15, 2026

Exhibit 99.1 HASI ANNOUNCES CASH TENDER OFFER FOR UP TO $500 MILLION AGGREGATE PRINCIPAL AMOUNT OF 3.375% SENIOR NOTES DUE 2026 AND 8.00% GREEN SENIOR UNSECURED NOTES DUE 2027 Thu, June 12, 2025 ANNAPOLIS, Md.—(BUSINESS WIRE)— HA Sustainable Infrastructure Capital, Inc. (“HASI”) (NYSE: HASI), a leading investor in sustainable infrastructure assets today announced that its wholly-owned subsidiaries

Subject to completion, dated June 12, 2025

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-285461 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale

Submission of Matters to a Vote of Security Holders

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2025 HA Sustainable Infrastructure Capital, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35877 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

HASI Announces First Quarter 2025 Results

HASI Announces First Quarter 2025 Results ANNAPOLIS, Md., May 7, 2025 - (BUSINESS WIRE) - HA Sustainable Infrastructure Capital, Inc. ("HASI," "we," "our" or the "Company") (NYSE: HASI), a leading investor in sustainable infrastructure assets, today reported results for the first quarter of 2025. Key Highlights •Closed more than $700 million in transactions during the quarter, a Q1 record, while o

Financial Statements and Exhibits, Results of Operations and Financial Condition

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 HA Sustainable Infrastructure Capital, Inc.

Offer to Exchange the Registered Notes Set Forth Below that Have Been Registered Under the Securities Act of 1933, as Amended, for Any and All Outstanding Restricted Notes Set Forth Opposite the Corresponding Registered Notes Registered/Exchange Note

424B3 Supplement No. 1 Filed Pursuant To Rule 424(b)(3) (To Prospectus dated April 24, 2025) Registration No. 333-286234 Offer to Exchange the Registered Notes Set Forth Below that Have Been Registered Under the Securities Act of 1933, as Amended, for Any and All Outstanding Restricted Notes Set Forth Opposite the Corresponding Registered Notes Registered/Exchange Notes Restricted/Original Notes $

Offer to Exchange the Registered Notes Set Forth Below that Have Been Registered Under the Securities Act of 1933, as Amended, for Any and All Outstanding Restricted Notes Set Forth Opposite the Corresponding Registered Notes Registered/Exchange Note

Table of Contents Filed Pursuant To Rule 424(b)(3) Registration No. 333-286234 PROSPECTUS Offer to Exchange the Registered Notes Set Forth Below that Have Been Registered Under the Securities Act of 1933, as Amended, for Any and All Outstanding Restricted Notes Set Forth Opposite the Corresponding Registered Notes Registered/Exchange Notes Restricted/Original Notes $1,000,000,000 6.375% Green Seni

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☑ Defin

HA Sustainable Infrastructure Capital, Inc.

HA Sustainable Infrastructure Capital, Inc. One Park Place, Suite 200 Annapolis, Maryland 21401 April 18, 2025 VIA EDGAR Division of Corporation Finance Office of Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Stacie Gorman Re: HA Sustainable Infrastructure Capital, Inc. Registration Statement on Form S-4 File No. 333-286234 Filed March 28, 2025 Accel

HA Sustainable Infrastructure Capital, Inc.

HA Sustainable Infrastructure Capital, Inc. One Park Place, Suite 200 Annapolis, Maryland 21401 April 18, 2025 VIA EDGAR Division of Corporation Finance Office of Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Stacie Gorman Re: HA Sustainable Infrastructure Capital, Inc. Registration Statement on Form S-4 File No. 333-286234 Filed March 28, 2025 Ladie

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2025 HA Sustainable Infrastructure Capital, Inc.

Amendment No. 3 to Credit Agreement, dated as of March 28, 2025, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative agent and Bank of Montreal and M&T Bank as lenders.

Exhibit 1.4 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”), dated as of March 28, 2025, is entered into by and among HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., a Delaware corporation (the “Borrower”), each other Loan Party party hereto, the 2025-A Incremental Revolving Lenders (as defined below) and JPMORGAN CHASE BANK, N.A., as

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 28, 2025 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35877 46-1347456 (State or Other Jurisdiction of Incorpor

and the period then ended of Daggett Renewable HoldCo LLC

DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Consolidated Financial Statements December 31, 2024 and 2023 (With Report of Independent Auditors) DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Table of Contents Page Report of Independent Auditors 1 Consolidated Balance Sheets — December 31, 2024 and 2023 3 Consolidated Statements of Operations — Year ended December 31, 2024 and the period from Febru

Consolidated financial statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 of Lighthouse Renewable HoldCo 2 LLC and its subsidiaries

LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Consolidated Financial Statements December 31, 2023 (With Report of Independent Auditors) LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Table of Contents Page 1 3 4 5 6 7 Report of Independent Auditors Consolidated Balance Sheets — December 31, 2023 and 2022 Consolidated Statements of Operations — Years ended December 31, 2023 and 2022 and th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35877 HA SUST

As filed with the Securities and Exchange Commission on March 28, 2025

Table of Contents As filed with the Securities and Exchange Commission on March 28, 2025 Registration No.

Consolidated financial statements as of December 31, 2023 and the period then ended of Daggett Renewable HoldCo LLC

DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Consolidated Financial Statements December 31, 2023 (With Report of Independent Auditors) DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Table of Contents Page Report of Independent Auditors 1 Consolidated Balance Sheet — December 31, 2023 3 Consolidated Statement of Operations — Period from February 17, 2023 through December 31, 2023 4 Consolidated Statement of Equity — Period from February 17, 2023 through December 31, 2023 5 Consolidated Statement of Cash Flows — Period from February 17, 2023 through December 31, 2023 6 Notes to Consolidated Financial Statements 7 Ernst & Young, LLP One Commerce Square, Suite 700, Philadelphia, Pennsylvania 19103 Tel: 215 448 5000 Fax: 215 448 4069 ey.

Form of Notice of Guaranteed Delivery.

Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. Offers to Exchange the Registered Notes Set Forth Below that Have Been Registered Under the Securities Act of 1933, as Amended, for Any and All Outstanding Restricted Notes Set Forth Opposite the Corresponding Registered Notes Registered/Exchange Notes Restricted/Original Notes $1,000,000,000 6.375% Green Senior

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Issuer: HA Sustainable Infrastructure Capital, Inc.

Form of Letter of Transmittal.

Exhibit 99.1 LETTER OF TRANSMITTAL HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. Offers to Exchange the Registered Notes Set Forth Below that Have Been Registered Under the Securities Act of 1933, as Amended, for Any and All Outstanding Restricted Notes Set Forth Opposite the Corresponding Registered Notes Registered/Exchange Notes Restricted/Original Notes $1,000,000,000 6.375% Green Senior Unsecur

Consolidated financial statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022 of Lighthouse Renewable HoldCo 2 LLC and its subsidiaries

LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Consolidated Financial Statements December 31, 2024, 2023, and 2022 (With Report of Independent Auditors) LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Table of Contents Page Report of Independent Auditors 1 Consolidated Balance Sheets — December 31, 2024 and 2023 3 Consolidated Statements of Operations — Years ended December 31, 2024, 2023,

Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank Trust Company, National Association (Form T-1).

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

List of Subsidiary Guarantors and Affiliates who Collateralize the Registrant’s Securities.

Exhibit 22.1 Exact Name of Guarantor State of Incorporation or Organization HAT Holdings I LLC Maryland HAT Holdings II LLC Maryland HAC Holdings I LLC Delaware HAC Holdings II LLC Delaware Hannon Armstrong Sustainable Infrastructure, L.P. Delaware Hannon Armstrong Capital, LLC Maryland

Calculation of Filing Fee Tables (Form Type) HA Sustainable Infrastructure Capital, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) HA Sustainable Infrastructure Capital, Inc.

HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. Common Stock

Table of Contents Filed Pursuant To Rule 424(b)(5) Registration No. 333-285461 PROSPECTUS SUPPLEMENT (To prospectus dated February 28, 2025) $500,000,000 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. Common Stock HA Sustainable Infrastructure Capital, Inc. is an investor in sustainable infrastructure assets advancing the energy transition. Our investment strategy is focused on actively partnering wi

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 28, 2025 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35877 46-1347456 (State or Other Jurisdiction of Incor

Amendment No. 7 to the At Market Issuance Sales Agreement, dated February 28, 2025, by and among HA Sustainable Infrastructure Capital, Inc., B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., RBC Capital Markets, LLC, Robert W. Baird & Co. Incorporated and Truist Securities, Inc.

Exhibit 1.8 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. Amendment No. 7 to the At Market Issuance Sales Agreement February 28, 2025 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171 KeyBanc Capital Markets Inc. 127 Public Square, 7th Floor Cleveland, Ohio 44114 Barclays Capital Inc. 745 Seventh Avenue New York, New York, 10019 Mizuho Securities USA LLC 1271 Avenue of t

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3ASR (Form Type) HA Sustainable Infrastructure Capital, Inc.

Form of Indenture

Exhibit 4.11 [], as Issuer the Guarantors party hereto from time to time INDENTURE Dated as of , 20 U.S. Bank Trust Company, National Association as Trustee Table Showing Reflection in Indenture of Certain Provisions of Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990 Reflected in Indenture Trust Indenture Act Section Indenture Section § 310 (a)(1) 909 (a)(2) 909 (

Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank Trust Company, National Association (Form T-1).

EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036

As filed with the Securities and Exchange Commission on February 28, 2025

Table of Contents As filed with the Securities and Exchange Commission on February 28, 2025 Registration No.

HASI Announces Fourth Quarter and Full Year 2024 Results

HASI Announces Fourth Quarter and Full Year 2024 Results ANNAPOLIS, Md., February 13, 2025 - (BUSINESS WIRE) - HA Sustainable Infrastructure Capital, Inc. ("HASI," "we," "our" or the "Company") (NYSE: HASI), a leading investor in sustainable infrastructure assets, today reported results for the fourth quarter and full year of 2024. Key Highlights •GAAP EPS of $1.62 on a fully diluted basis in 2024

Financial Statements and Exhibits, Results of Operations and Financial Condition

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

Form of Indemnification Agreement

HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. FORM OF INDEMNIFICATION AGREEMENT (Directors and Officers) THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [•], 20[•], by and between HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., a Delaware corporation (“HASI”), and [•], an individual (“Indemnitee”). Background WHEREAS, it is essential to HASI to retain and attract the most capabl

Insider Trading Policies and Procedures of the Company

STATEMENT OF CORPORATE POLICY REGARDING SECURITIES TRANSACTIONS This Statement of Corporate Policy Regarding Equity Transactions (this “Policy Statement”) applies to all officers, directors, employees and consultants (collectively, “Covered Persons”) of Hannon Armstrong Sustainable Infrastructure Capital, Inc.

List of subsidiaries of Hannon Armstrong Sustainable Infrastructure Capital, Inc.

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Jurisdiction Carboncount Holdings Manager LLC Delaware HA 7V Solar Ranch LLC Delaware HA AllStrong LLC Delaware HA Antelope DSR 3 LLC Delaware HA Athena Capital Holdings LLC Delaware HA Athos III Lender LLC Delaware HA Baldy Mesa Lender LLC Delaware HA Brazoria 2 LLC Delaware HA Brazoria West LLC Delaware HA Buckeye Holdings LLC Delaware HA Ch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35877 HA SUSTAINABLE INFRASTRUC

Amended and Restated Employment Agreement, dated February 11, 2025, by and between the Company and Nathaniel J. Rose

AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is executed and dated as of February 11, 2025, by and between HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

Amended and Restated Employment Agreement, dated February 11, 2025, by and between the Company and Marc Pangburn

AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is executed and dated February 11, 2025, by and between HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

Amended and Restated Employment Agreement, dated February 11, 2025, by and between the Company and Charles Melko

AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is executed and dated February 11, 2025, by and between HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2025 HA Sustainable Infrastructure Capital, Inc.

HASI Announces Fourth Quarter and Full Year 2024 Results

HASI Announces Fourth Quarter and Full Year 2024 Results ANNAPOLIS, Md., February 13, 2025 - (BUSINESS WIRE) - HA Sustainable Infrastructure Capital, Inc. ("HASI," "we," "our" or the "Company") (NYSE: HASI), a leading investor in sustainable infrastructure assets, today reported results for the fourth quarter and full year of 2024. Key Highlights •GAAP EPS of $1.62 on a fully diluted basis in 2024

Registration Rights Agreement, dated as of December 12, 2024, by and among the Company and the representatives of the initial purchasers party thereto (incorporated by reference to Exhibit 4.1 on the Registrant’s Form 8-K (No. 001-35877), filed on December 12, 2024)

Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into December 12, 2024 by and among HA Sustainable Infrastructure Capital, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined below) and J.P. Morgan Securities LLC, Mizuho Securities USA LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Goldman Sachs

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 12, 2024 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-35877 46-1347456 (State or Other Jurisdiction of Incor

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 9, 2024 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35877 46-1347456 (State or Other Jurisdiction of Incorp

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 2, 2024 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35877 46-1347456 (State or Other Jurisdiction of Incorp

Form of Commercial Paper Dealer Agreement between the Company, as issuer, and the applicable Dealer party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (No. 001-35877), filed on December 6, 2024.

Exhibit 10.1 Commercial Paper Dealer Agreement 4(a)(2) Program Among: HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., as Issuer, HAT HOLDINGS I LLC, HAT HOLDINGS II LLC, HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE, L.P., HANNON ARMSTRONG CAPITAL, LLC, HAC HOLDINGS I LLC, and HAC HOLDINGS II LLC, as Guarantors and [    ], as Dealer Concerning Notes to be issued pursuant to an Issuing and Paying Agent

JOINT FILING AGREEMENT

EX-99 2 Rule13DJointFilingAgreement.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of HA Sustainable Infrastructure Capital, Inc. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the p

HASI / Hannon Armstrong Sustainable Infrastructure Capital, Inc. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 14 )* HA Sustainable Infrastructure Capital, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 41068X100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Ch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35877 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 HA Sustainable Infrastructure Capital, Inc.

HASI Announces Third Quarter 2024 Results

HASI Announces Third Quarter 2024 Results ANNAPOLIS, Md., November 7, 2024 - (BUSINESS WIRE) - HA Sustainable Infrastructure Capital, Inc. ("HASI," "we," "our" or the "Company") (NYSE: HASI), a leading investor in climate solutions, today reported results for the third quarter of 2024. Key Highlights •Closed transactions with multiple new clients over the last few months, including Lightsource bp

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 31, 2024 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35877 46-1347456 (State or Other Jurisdiction of Incorp

Amendment No. 2 to Credit Agreement, dated as of October 31, 2024, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative agent and Coöperatieve Rabobank U.A., New York Branch as lender (incorporated by reference to Exhibit 1.3 to the Company’s Form 8-K (No.001-35877), filed on November 1, 2024).

Exhibit 1.3 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of October 31, 2024, is entered into by and among HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., a Delaware corporation (the “Borrower”), each other Loan Party party hereto, the 2024-A Incremental Revolving Lender (as defined below) and JPMORGAN CHASE BANK, N.A., as

Amendment No. 1 to Credit Agreement, dated as of September 10, 2024, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative agent, sole bookrunner, sustainability structuring agent and lender, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Keybank National Association, M&T Bank, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Sumitomo Mitsui Banking Corporation and Truist Securities, Inc. as joint lead arrangers and lenders, and Bank of America, N.A., Barclays Bank PLC and Goldman Sachs Bank USA as documentation agents and lenders (incorporated by reference to Exhibit 1.2 to the Company’s Form 8-K (No.001-35877), filed on September 13, 2024).

Exhibit 1.2 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of September 10, 2024, is entered into by and among HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., a Delaware corporation (“Parent” or the “Successor Borrower” and, on and following the First Amendment Effective Date, the “Borrower”), HAT HOLDINGS I LLC, a Maryland

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 10, 2024 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35877 46-1347456 (State or Other Jurisdiction of Inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35877 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 HA Sustainable Infrastructure Capital, Inc.

HASI Announces Second Quarter 2024 Results

HASI Announces Second Quarter 2024 Results ANNAPOLIS, Md., August 1, 2024 - (BUSINESS WIRE) - HA Sustainable Infrastructure Capital, Inc. ("HASI," "we," "our" or the "Company") (NYSE: HASI), a leading investor in climate solutions, today reported results for the second quarter of 2024. Key Highlights •New strategic partnership launched with KKR targeting co-investment of $2 billion over 18 months

As filed with the Securities and Exchange Commission on July 23, 2024

S-8 POS As filed with the Securities and Exchange Commission on July 23, 2024 Registration No.

As filed with the Securities and Exchange Commission on July 23, 2024

S-8 POS As filed with the Securities and Exchange Commission on July 23, 2024 Registration No.

As filed with the Securities and Exchange Commission on July 23, 2024

S-8 POS As filed with the Securities and Exchange Commission on July 23, 2024 Registration No.

As filed with the Securities and Exchange Commission on July 23, 2024

POS AM 1 d827267dposam.htm POS AM As filed with the Securities and Exchange Commission on July 23, 2024 Registration No. 333-198158 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-3 UNDER THE SECURITIES ACT OF 1933 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 46-1347456 (

Form of Indenture

Exhibit 4.11 [], as Issuer the Guarantors party hereto from time to time INDENTURE Dated as of , 20 U.S. Bank Trust Company, National Association as Trustee Table Showing Reflection in Indenture of Certain Provisions of Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990 Reflected in Indenture Trust Indenture Act Section Indenture Section § 310 (a)(1) 909 (a)(2) 909 (

As filed with the Securities and Exchange Commission on July 23, 2024

As filed with the Securities and Exchange Commission on July 23, 2024 Registration Nos.

As filed with the Securities and Exchange Commission on July 23, 2024

As filed with the Securities and Exchange Commission on July 23, 2024 Registration Nos.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) HA Sustainable Infrastructure Capital, Inc.

As filed with the Securities and Exchange Commission on July 23, 2024

POSASR 1 d827285dposasr.htm POSASR As filed with the Securities and Exchange Commission on July 23, 2024 Registration Nos. 333-265594, 333-269145, 333-275969 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 Post-Effective Amendment No. 1 to Registration Statement No. 333-265594 Post-Effective Amendment No. 1 to Registration Statement No. 333-269145 Post-Effective Am

Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank Trust Company, National Association (Form T-1).

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

As filed with the Securities and Exchange Commission on July 23, 2024

Table of Contents As filed with the Securities and Exchange Commission on July 23, 2024 Registration No.

As filed with the Securities and Exchange Commission on July 23, 2024

S-8 POS 1 d874419ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on July 23, 2024 Registration No. 333-265595 333-230548 333-212913 333-188070 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Post-Effective Amendment No. 1 to Registration Statement No. 333-265595 Post-Effective Amendment No. 1 to Registration Statement No. 333-230548 Post-Eff

PLAN OF CONVERSION OF HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., A MARYLAND CORPORATION TO HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., A DELAWARE CORPORATION

Exhibit 99.1 PLAN OF CONVERSION OF HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., A MARYLAND CORPORATION TO HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., A DELAWARE CORPORATION THIS PLAN OF CONVERSION, dated as of July 1, 2024 (this “Plan”), is hereby adopted by Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Company”), in order to set forth the t

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 2, 2024 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35877 46-1347456 (State or Other Jurisdiction of Incorporat

Description of Capital Stock

Exhibit 99.2 Description of Capital Stock The following descriptions summarize the most important terms of our capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of our certificate of incorporation (our “Certificate of Incorporation”) and our bylaws (our “Bylaws”), copies of which have been filed by us with the Securities and Exchange Com

Certificate of Conversion, filed by HA Sustainable Infrastructure Capital, Inc. with the Secretary of State of Delaware on July 1, 2024 and effective July 2, 2024 (incorporated by reference to Exhibit 3.4 on the Registrant’s Form 8-K (No. 001-35877) filed on July 3, 2024).

Exhibit 3.4 CERTIFICATE OF CONVERSION OF HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (a Maryland corporation) TO HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (a Delaware corporation) This Certificate of Conversion, dated July 1, 2024, is being duly executed and filed by Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Maryland Corporation”), to c

Certificate of Incorporation of HA Sustainable Infrastructure Capital, Inc., filed with the Secretary of Delaware on July 1, 2024 and effective, July 2, 2024 (incorporated by reference to Exhibit 3.1 on the Registrant’s Form 8-K (No. 001-35877) filed on July 3, 2024).

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. I, the undersigned, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do execute this Certificate of Incorporation (the “Certificate of Incorporation”) and do hereby certify as follows: ARTICLE I. NAME The name of the corporation (the “Cor

Articles of Conversion, filed by Hannon Armstrong Sustainable Infrastructure Capital, Inc. with the State Department of Assessments and Taxation of Maryland on July 1, 2024 and effective July 2, 2024 (incorporated by reference to Exhibit 3.3 on the Registrant’s Form 8-K (No. 001-35877) filed onJuly 3, 2024).

Exhibit 3.3 ARTICLES OF CONVERSION converting HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (a Maryland corporation) to HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (a Delaware corporation) THIS IS TO CERTIFY THAT: FIRST: Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Converting Corporation”) is a Maryland corporation formed by the filing of Articles of Incorporation wi

Amendment No. 6 to the At Market Issuance Sales Agreement, dated July 3 2024, by and among HA Sustainable Infrastructure Capital, Inc., B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, Nomura Securities International, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC.

Exhibit 1.7 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. Amendment No. 6 to the At Market Issuance Sales Agreement July 3, 2024 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171 KeyBanc Capital Markets Inc. 127 Public Square, 7th Floor Cleveland, Ohio 44114 Barclays Capital Inc. 745 Seventh Avenue New York, New York, 10019 Morgan Stanley & Co. LLC 1585 Broadway New York

IMPORTANT NOTICE

Exhibit 99.3 IMPORTANT NOTICE The Corporation will furnish to any stockholder, on request and without charge, a summary of the powers, designations, preferences, and relative, participating, optional or other special rights of the stock of each class which the Corporation has authority to issue and the qualifications, limitations or restrictions of such preferences and rights, and the variations i

Bylaws of HA Sustainable Infrastructure Capital, Inc. (a Delaware Corporation) effective July 2, 2024 (incorporated by reference to Exhibit 3.2 on the Registrant’s Form 8-K (No. 001-35877) filed on July 3, 2024).

Exhibit 3.2 HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. BYLAWS ARTICLE I. OFFICES Section 1. Registered Office. The registered office of the Corporation in the State of Delaware shall be located at such place as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time designate and as shall be set forth in the Certificate of Incorporation of the Corporation (as it

One Park Place, Suite 200 Annapolis, MD 21401 +1 410 571–9860 hasi.com

VIA EDGAR July 3, 2024 Peter McPhun Wilson Lee United States Securities and Exchange Commission Division of Corporation Finance Attn: Peter McPhun and Wilson Lee 100 F Street, N.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 15, 2024, pursuant to the provisions of Rule 12d2-2 (a).

Indenture, dated as of July 1, 2024 by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., as issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (including the form of Hannon Armstrong Sustainable Infrastructure Capital, Inc.’s 6.375% Green Senior Unsecured Note due 2034).

Exhibit 4.1 Execution Version HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., as Issuer the Guarantors party hereto 6.375% Green Senior Unsecured Notes Due 2034 INDENTURE Dated as of July 1, 2024 U.S. Bank Trust Company, National Association as Trustee Table Showing Reflection in Indenture of Certain Provisions of Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HANNON ARMSTRONG SUSTAINABL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-3587

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 1, 2024 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-35877 46-1347456 (State or Other Jurisdiction

First Amendment to Tax Benefits Preservation Plan, dated as of July 1, 2024, between Hannon Armstrong Sustainable Infrastructure Capital, Inc. and Equiniti Trust Company, LLC.

Exhibit 4.2 FIRST AMENDMENT TO THE TAX BENEFITS PRESERVATION PLAN THIS FIRST AMENDMENT TO THE TAX BENEFITS PRESERVATION PLAN OF HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (this “Amendment”), dated as of July 1, 2024, is entered into between HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., a Maryland corporation (the “Company”) and EQUINITI TRUST COMPANY, LLC, a New York li

Registration Rights Agreement, dated as of July 1, 2024, by and among the Company and the representatives of the initial purchasers party thereto (incorporated by reference to Exhibit 10.1 on the Registrant’s Form 8-K (No. 001-35877), filed on July 1, 2024)

Exhibit 10.1 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into July 1, 2024 by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland Corporation (the “Company”), the Guarantors (as defined below) and J.P. Morgan Securities LLC, Mizuho Securities USA LLC, BofA Securities, Inc., Citigroup Global Mar

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 20, 2024 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-35877 46-1347456 (State or Other Jurisdictio

Other Events, Submission of Matters to a Vote of Security Holders

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Form of Performance-Based LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended March 31, 2024 (No. 001-35877), filed on May 8, 2024)

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. EQUITY INCENTIVE PLAN HASI MANAGEMENT HOLDCO LLC LTIP UNIT (CUMULATIVE D-EPS) AWARD AGREEMENT 2024 PERFORMANCE-BASED HOLDCO UNITS (the “Grant Units”) Grantee: %%FIRSTNAMEMIDDLENAMELASTNAME%-% No. of Grant Units: %%GRANTUSERDEFINEDFIELD3%-% Date of Grant: %%OPTIONDATE,'Month DD, YYYY'%-% This LTIP Unit (Cumulative D-EPS) Award Agreement (thi

Letter Agreement, dated April 4, 2024, between Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Capital LLC, and Richard R. Santoroski (incorporated by reference to Exhibit 10.6 on the Registrant’s Form 10-Q (No. 001-35877) filed on May 8, 2024).

April 4, 2024 Richard J. Santoroski Re: Strategic Advisor Consulting Services Dear Rich, This letter agreement (“Letter Agreement”) sets forth the agreement between you (“you” or “Consultant”) and Hannon Armstrong Sustainable Infrastructure Capital, Inc. and Hannon Armstrong Capital, LLC (together, the “Company”) (jointly, the “Parties”) relating to your transition from an Executive Vice President

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35877 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

Armstrong Sustainable Infrastructure Capital, Inc. and Viral Amin

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) made as of April 15, 2024, by and between HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

Other Events

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2024 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

HASI Announces First Quarter 2024 Results, Establishes $2b Strategic Partnership with KKR

HASI Announces First Quarter 2024 Results, Establishes $2b Strategic Partnership with KKR ANNAPOLIS, Md.

Credit Agreement, dated as of April 12, 2024, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative agent, sole bookrunner and sustainability structuring agent, JPMorgan, Citibank, N.A., Credit Agricole Corporate and Investment Bank, Keybank National Association, M&T Bank, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Sumitomo Mitsui Banking Corporation and Truist Securities, Inc. as joint lead arrangers, Bank of America, N.A., Barclays Bank PLC and Goldman Sachs Bank USA as documentation agents, and each lender from time to time party thereto (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K (No.001-35877), filed on April 17, 2024).

Exhibit 1.1 Execution Version CREDIT AGREEMENT CarbonCount®-Based Revolving Credit Facility dated as of April 12, 2024 among HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., as the Company HAT HOLDINGS I LLC and HAT HOLDINGS II LLC, as Borrowers the other LOAN PARTIES from time to time party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Sustaina

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 12, 2024 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-35877 46-1347456 (State or Other Jurisdicti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☑ Defin

HASI / Hannon Armstrong Sustainable Infrastructure Capital, Inc. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 13 )* Hannon Armstrong Sustainable Infrastructure Capital, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 41068X100 (CUSIP Number) March 29, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☑ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35877 HANNON

Consolidated financial statements as of December 31, 2023 and the period then ended of Daggett Renewable HoldCo

DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Consolidated Financial Statements December 31, 2023 (With Report of Independent Auditors) DAGGETT RENEWABLE HOLDCO LLC AND SUBSIDIARIES Table of Contents Page Report of Independent Auditors 1 Consolidated Balance Sheet — December 31, 2023 3 Consolidated Statement of Operations — Period from February 17, 2023 through December 31, 2023 4 Consolidated Statement of Equity — Period from February 17, 2023 through December 31, 2023 5 Consolidated Statement of Cash Flows — Period from February 17, 2023 through December 31, 2023 6 Notes to Consolidated Financial Statements 7 Ernst & Young, LLP One Commerce Square, Suite 700, Philadelphia, Pennsylvania 19103 Tel: 215 448 5000 Fax: 215 448 4069 ey.

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CONSOLIDATED FINANCIAL STATEMENTS Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) As of December 31, 2023 (unaudited) and 2022 (unaudited) and for the years ended December 31, 2023 (unaudited), 2022 (unaudited), and 2021 Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) Consolidated Financial Statements As of December 31, 2023 (unaudited) and 2022 (unaudited) and for the years ended December 31, 2023 (unaudited), 2022 (unaudited), and 2021 Contents Report of Independent Auditors…………………………………………………………….

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LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Consolidated Financial Statements December 31, 2023 (With Report of Independent Auditors) LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Table of Contents Page 1 3 4 5 6 7 Report of Independent Auditors Consolidated Balance Sheets — December 31, 2023 and 2022 Consolidated Statements of Operations — Years ended December 31, 2023 and 2022 and th

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ROSIE TARGETCO LLC AND SUBSIDIARIES Consolidated Financial Statements December 31, 2023 (With Report of Independent Auditors) ROSIE TARGETCO LLC AND SUBSIDIARIES Table of Contents Page Report of Independent Auditors 1 Consolidated Balance Sheets — December 31, 2023 and 2022 3 Consolidated Statements of Operations and Comprehensive Income — Years ended December 31, 2023, 2022 and 2021 4 Consolidated Statements of Equity — Years ended December 31, 2023, 2022 and 2021 5 Consolidated Statements of Cash Flows — Years ended December 31, 2023, 2022 and 2021 6 Notes to Consolidated Financial Statements 7 A member firm of Ernst & Young Global Limited Ernst & Young LLP 1 Manhattan West 401 9th Avenue New York, New York 10001 Tel: +1 212 773 3000 ey.

Description of Hannon Armstrong Sustainable Infrastructure Capital, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief summary of the material terms of common stock, par value $0.

Amended and Restated Employment Agreement, dated January 26, 2024, by and between the Company and Richard R. Santoroski (incorporated by reference to Exhibit 10.21 on the Registrant’s Form 10-K for the year ended December 31, 2023 (No. 001-35877), filed on February 16, 2024).

Execution AMENDMENT AND WAIVER TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT The Amended and Restated Employment Agreement by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Second Amended and Restated Agreement of Limited Partnership of Hannon Armstrong Sustainable Infrastructure, L.P. (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-K for the year ended December 31, 2024 (No. 001-35877), filed on February 16, 2024)

EXECUTION VERSION SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE, L.

Amended and Restated Employment Agreement, dated February 15, 2024, by and between the Company and Jeffrey Eckel (incorporated by reference to Exhibit 10.22 on the Registrant’s Form 10-K for the year ended December 31, 2023 (No. 001-35877), filed on February 16, 2024)

AMENDMENT AND WAIVER TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT The Amended and Restated Employment Agreement by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Hannon Armstrong Sustainable Infrastructure Capital, Inc. Recovery Policy Relating to Erroneously Awarded Incentive Compensation

Hannon Armstrong Sustainable Infrastructure Capital, Inc. Recovery Policy Relating to Erroneously Awarded Incentive Compensation 1.INTRODUCTION. 1.1This policy provides for the recovery of erroneously awarded incentive compensation and is designed to comply with, and will be interpreted to be consistent with, Section 10D of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35877 HANNON ARMSTRONG SUSTAINA

List of subsidiaries of Hannon Armstrong Sustainable Infrastructure Capital, Inc.

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Jurisdiction HA 7V Solar Ranch LLC Delaware HA AllStrong LLC Delaware HA Antelope DSR 3 LLC Delaware HA Athena Capital Holdings LLC Delaware HA Athos III Lender LLC Delaware HA Baldy Mesa Lender LLC Delaware HA Brazoria 2 LLC Delaware HA Brazoria West LLC Delaware HA Buckeye Holdings LLC Delaware HA Chap Springs LLC Delaware HA Cielo Lender LL

HASI Announces Fourth Quarter and Full Year 2023 Results, Dividend Increase, Record Closings, and New Three-Year Guidance

HASI Announces Fourth Quarter and Full Year 2023 Results, Dividend Increase, Record Closings, and New Three-Year Guidance ANNAPOLIS, Md.

Financial Statements and Exhibits, Results of Operations and Financial Condition

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

HASI / Hannon Armstrong Sustainable Infrastructure Capital, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01071-hannonarmstrongsusta.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Hannon Armstrong Sustainable Infrastructure Capital Inc Title of Class of Securities: Common Stock CUSIP Number: 41068X100 Date of Event Which Requires Filing of this Statement: December 29, 2

HASI / Hannon Armstrong Sustainable Infrastructure Capital, Inc. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12 )* Hannon Armstrong Sustainable Infrastructure Capital, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 41068X100 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 12, 2024 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-35877 46-1347456 (State or Other Jurisdic

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 9, 2024 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-35877 46-1347456 (Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 9, 2024 HANNON ARMSTRONG S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 9, 2024 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-35877 46-1347456 (State or Other Jurisdict

Other Events

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2023 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

December 21, 2023

December 21, 2023 HASI Announces Conversion to C-Corporation ANNAPOLIS, Md.-(BUSINESS WIRE)- Hannon Armstrong Sustainable Infrastructure Capital, Inc. ("HASI," "We," "Our" or the "Company") (NYSE: HASI), a leading investor in climate solutions, today announced that its Board of Directors (the "Board") has unanimously approved a plan to revoke its Real Estate Investment Trust (REIT) election and be

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

Consent of KPMG LLP for SunStrong Capital Holdings, LLC

EX-23.7 Exhibit 23.7 Consent of Independent Auditors We consent to the incorporation by reference in the registration statement on Form S-3 of Hannon Armstrong Sustainable Infrastructure Capital, Inc., of our audit report dated March 29, 2023, with respect to the consolidated balance sheets of SunStrong Capital Holdings, LLC as of December 31, 2022 and 2021, and the related consolidated statements

Consent of Ernst & Young LLP for Lighthouse Renewable Holdco 2 LLC

EX-23.8 Exhibit 23.8 Consent of Independent Auditors We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of Hannon Armstrong Sustainable Infrastructure Capital, Inc. for the registration of common stock and to the incorporation by reference therein of our report dated March 24, 2023, with respect to the consolidated f

As filed with the Securities and Exchange Commission on December 8, 2023

Table of Contents As filed with the Securities and Exchange Commission on December 8, 2023 Registration No.

Indenture, dated as of December 7, 2023 by and among HAT Holdings I LLC and HAT Holdings II LLC, as issuers, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (including the form of HAT Holdings I LLC and HAT Holdings II LLC’s 8.00% Green Senior Unsecured Note due 2027) (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (No. 001-35877), filed on December 7, 2023)

EX-4.1 Exhibit 4.1 INDENTURE Dated as of December 7, 2023 among HAT HOLDINGS I LLC and HAT HOLDINGS II LLC as Issuers, the Guarantors named herein and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 8.00% Green Senior Unsecured Notes due 2027 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 24 SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 7, 2023 HANNON ARMSTRONG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 7, 2023 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-35877 46-1347456 (State or Other Jurisdic

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 4, 2023 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-35877 46-1347456 (State or Other Jurisdic

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2023 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporatio

Tax Benefits Preservation Plan, dated as of November 2, 2023, between Hannon Armstrong Sustainable Infrastructure Capital, Inc. and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (No. 001-35877), filed on November 3, 2023)

Exhibit 4.1 Execution Version TAX BENEFITS PRESERVATION PLAN dated as of November 2, 2023 between HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. and EQUINITI TRUST COMPANY, LLC as Rights Agent TABLE OF CONTENTS Page Section 1. Certain Definitions 2 Section 2. Appointment of Rights Agent 11 Section 3. Distribution Date 11 Section 4. Form of Rights Certificates 13 Section 5. Countersignat

Articles Supplementary of Series A Junior Participating Preferred Stock of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (No. 001-35877), filed on November 3, 2023)

Exhibit 3.1 Execution Version ARTICLES SUPPLEMENTARY OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. ARTICLES SUPPLEMENTARY Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Under a power con

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35877 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

HASI Adopts Tax Benefit Preservation Plan for Net Operating Losses

Exhibit 99.1 HASI Adopts Tax Benefit Preservation Plan for Net Operating Losses November 2, 2023 ANNAPOLIS, Md.—(BUSINESS WIRE)— Hannon Armstrong Sustainable Infrastructure Capital, Inc. (“HASI,” “we,” “our” or the “Company”) (NYSE: HASI), today announced that its Board of Directors (the “Board”) has adopted a tax benefits preservation plan (the “NOL Plan”) to help preserve the value of its net op

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE C

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-35877 46-134745

Financial Statements and Exhibits, Results of Operations and Financial Condition

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

HASI Announces Third Quarter 2023 Results, Record $0.62 Distributable EPS, Affirms Guidance, Continued Improvement in Margins

HASI Announces Third Quarter 2023 Results, Record $0.62 Distributable EPS, Affirms Guidance, Continued Improvement in Margins ANNAPOLIS, Md., November 2, 2023 - (BUSINESS WIRE) - Hannon Armstrong Sustainable Infrastructure Capital, Inc. ("HASI," "we," "our" or the "Company") (NYSE: HASI), a leading investor in climate solutions, today reported results for the third quarter of 2023. Business Highli

HASI / Hannon Armstrong Sustainable Infrastructure capital Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0003-hannonarmstrongsustai.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Hannon Armstrong Sustainable Infrastructure Capital Inc. Title of Class of Securities: REIT CUSIP Number: 41068X100 Date of Event Which Requires Filing of this Statement: September 29, 2023 Ch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 5, 2023 HANNON ARMSTRONG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 5, 2023 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-35877 46-1347456 (State or Other Jurisdi

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. Common Stock

424B5 Filed Pursuant To Rule 424(b)(5) Registration No. 333-263169 PROSPECTUS SUPPLEMENT DATED September 5, 2023 (To Prospectus Supplements dated May 10, 2023, February 22, 2023 and accompanying Prospectus dated March 1, 2022) $500,000,000 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. Common Stock This supplement supplements the prospectus supplement dated February 22, 2023, as supplem

Amendment No. 5 to the At Market Issuance Sales Agreement, dated September 5, 2023, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 1.6 to the Registrant’s Form 8-K (No. 001-35877), filed on September 5, 2023)

EX-1.6 Exhibit 1.6 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. Amendment No. 5 to the At Market Issuance Sales Agreement September 5, 2023 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Barclays Capital Inc. 745 Seventh Avenue New York, New York, 10019 KeyBanc Capital Markets Inc. 1

Indenture, dated as of August 11, 2023 by and among HAT Holdings I LLC and HAT Holdings II LLC, as issuers, and Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Sustainable Infrastructure, L.P., and Hannon Armstrong Capital, LLC, as guarantors, and U.S. Bank Trust Company, National Association, as trustee. (incorporated by reference to Exhibit 4.1 on the Registrant’s Form 8-K (No. 011-35877) filed on August 11, 2023)

EX-4.1 Exhibit 4.1 EXECUTION VERSION HAT HOLDINGS I LLC AND HAT HOLDINGS II LLC, as Companies AND HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. AND THE OTHER GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, as Guarantors AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of August 11, 2023 3.750% Green Exchangeable Senior Unsecured Notes due 2028 TABLE OF CO

[Signature Pages Follow]

EX-99.1 Exhibit 99.1 [Dealer’s name] [Dealer’s address]1 August [], 2023 To: HAT Holdings I LLC HAT Holdings II LLC c/o Hannon Armstrong Sustainable Infrastructure Capital, Inc. 1 Park Place, Suite 200 Annapolis, MD 21401 Attention: Office of the General Counsel Telephone No.: 410-571-9860 Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2023 HANNON ARMSTRONG SU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2023 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

Registration Rights Agreement, dated as of August 11, 2023, by and among HAT Holdings I LLC, HAT Holdings II LLC, and Hannon Armstrong Sustainable Infrastructure Capital, Inc. and the initial purchasers party thereto (incorporated by reference to Exhibit 10.1 on the Registrant’s Form 8-K (No. 001-35877), filed on August 11, 2023).

EX-10.1 Exhibit 10.1 EXECUTION VERSION Hannon Armstrong Sustainable Infrastructure Capital, Inc. HAT Holdings I LLC HAT Holdings II LLC 3.750% Green Exchangeable Senior Unsecured Notes due 2028 REGISTRATION RIGHTS AGREEMENT August 11, 2023 Morgan Stanley & Co. LLC Citigroup Global Markets Inc., as representatives of the several Initial Purchasers referred to below c/o Morgan Stanley & Co. LLC 1585

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35877 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 Hannon Armstrong Sus

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

HASI Announces Second Quarter 2023 Results, Affirms Guidance, Reports Increasing Investment Volume and Yields

HASI Announces Second Quarter 2023 Results, Affirms Guidance, Reports Increasing Investment Volume and Yields ANNAPOLIS, Md.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Amended and restated bylaws of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (No. 001-35877), filed on August 1, 2023)

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. Principal Office. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may from time to time designate. Section 2. Additional Offices. The Corporation may have additional offices, including a principal executive offi

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 Hannon Armstrong Susta

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Amendment No. 1 to Credit Agreement, dated as of May 31, 2023, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative agent, issuing bank, sole bookrunner, sole lead arranger, lender and sustainability structuring agent, and Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Morgan Stanley Senior Funding, Inc., RBC Capital Markets, Sumitomo Mitsui Banking Corporation and Wells Fargo Bank, National Association, as documentation agents and lenders (incorporated by reference to Exhibit 1.2 to the Registrant’s Form 8-K (No. 001-35877), filed on June 2, 2023)

Exhibit 1.2 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of May 31, 2023, is entered into by and among HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., a Maryland corporation (the “Company”), HAT HOLDINGS I LLC, a Maryland limited liability company (“HAT I”), HAT HOLDINGS II LLC, a Maryland limited liability c

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 31, 2023 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-35877 46-1347456 (State or Other Jurisdiction

Underwriting Agreement, dated May 24, 2023, by and among the Company, J.P. Morgan Securities LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC as representatives of the several underwriters named therein

EX-1.1 Exhibit 1.1 Execution Version Hannon Armstrong Sustainable Infrastructure Capital, Inc. (a Maryland corporation) 13,043,479 Shares of Common Stock UNDERWRITING AGREEMENT Dated: May 24, 2023 Hannon Armstrong Sustainable Infrastructure Capital, Inc. (a Maryland corporation) 13,043,479 Shares of Common Stock UNDERWRITING AGREEMENT May 24, 2023 J.P. Morgan Securities LLC BofA Securities, Inc. G

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 24, 2023 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-35877 46-1347456 (State or Other Jurisdiction

13,043,479 Shares HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-263169 PROSPECTUS SUPPLEMENT (To prospectus dated March 1, 2022) 13,043,479 Shares HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. Common Stock Hannon Armstrong Sustainable Infrastructure Capital, Inc. is a climate positive company that actively partners with clients to deploy real assets that facilitate the energy t

Calculation of Filing Fee Tables (Form Type) Hannon Armstrong Sustainable Infrastructure Capital, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fe

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Subject to Completion Preliminary Prospectus Supplement dated May 23, 2023

Table of Contents This information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 23, 2023 HANNON ARMSTRONG SUST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 23, 2023 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-35877 46-1347456 (State or Other Jurisdiction

Amendment No. 4 to the At Market Issuance Sales Agreement, dated May 10, 2023, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 1.5 to the Registrant’s Form 8-K (No. 001-35877), filed on May 11, 2023)

EX-1.5 Exhibit 1.5 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. Amendment No. 4 to the At Market Issuance Sales Agreement May 10, 2023 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Barclays Capital Inc. 745 Seventh Avenue New York, New York, 10019 KeyBanc Capital Markets Inc. 127 Pu

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. Common Stock

424B5 Filed Pursuant To Rule 424(b)(5) Registration No. 333-263169 PROSPECTUS SUPPLEMENT DATED MAY 10, 2023 (To Prospectus Supplement dated February 22, 2023 and accompanying Prospectus dated March 1, 2022) $500,000,000 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. Common Stock This supplement, or this supplement, supplements the prospectus supplement dated February 22, 2023, or the pr

Form 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 10, 2023 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-35877 46-1347456 (State or Other Jurisdiction

Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35877 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

HASI Announces First Quarter 2023 Results and Declares Dividend, Affirms 10-13% Annualized Distributable EPS Growth and 5-8% Dividend Growth Guidance

HASI Announces First Quarter 2023 Results and Declares Dividend, Affirms 10-13% Annualized Distributable EPS Growth and 5-8% Dividend Growth Guidance ANNAPOLIS, Md.

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 Hannon Armstrong Sustai

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Definitive Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Prox

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Consolidated financial statements as of December 31, 202

rosietrgtcollc-2022final ROSIE TARGETCO LLC AND SUBSIDIARIES Consolidated Financial Statements December 31, 2022 and 2021 (With Report of Independent Auditors) ROSIE TARGETCO LLC AND SUBSIDIARIES Table of Contents Page Report of Independent Auditors 1 Consolidated Balance Sheets — December 31, 2022 and 2021 3 Consolidated Statements of Operations and Comprehensive Income — Years ended December 31,

Consolidated financial statements as of December 31, 202

a994sschfinancials SUNSTRONG CAPITAL HOLDINGS, LLC Consolidated Financial Statements December 31, 2022 and 2021, and for each of the years in the three-year period ended December 31, 2022 (With Independent Auditors’ Report Thereon) SUNSTRONG CAPITAL HOLDINGS, LLC Consolidated Financial Statements Table of Contents Page Independent Auditors’ Report 1 Consolidated Financial Statements: Consolidated

Consolidated financial statements as of December 31, 2022 and 2021 and for the years then ended of Lighthouse Renewable HoldCo II LLC and its subsidiaries

lighthouserenewableholdc LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Consolidated Financial Statements December 31, 2022 and 2021 (With Report of Independent Auditors) LIGHTHOUSE RENEWABLE HOLDCO 2 LLC AND SUBSIDIARIES Table of Contents Page 1 3 4 5 6 7 Report of Independent Auditors Consolidated Balance Sheets — December 31, 2022 and 2021 Consolidated Statements of Operations— Year ended D

Consolidated financial statements as of December 31, 2020 and for the year then ended of Rosie TargetCo, LLC and

a2020rosietrgtcollcfskp ROSIE TARGETCO LLC AND SUBSIDIARIES Consolidated Financial Statements December 31, 2020 (With Independent Auditors’ Report Thereon) ROSIE TARGETCO LLC AND SUBSIDIARIES Table of Contents Page Independent Auditors’ Report 1 Consolidated Balance Sheet — December 31, 2020 2 Consolidated Statement of Operations and Comprehensive Income — Year ended December 31, 2020 3 Consolidat

Form 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35877 HANNON

and for the period from October 9, 2020 to December 31, 2020 of Vivint Solar Asset 3 HoldCo Parent, LLC and

a3-a03xvsasset3holdcopar CONSOLIDATED FINANCIAL STATEMENTS Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability Company) As of December 31, 2022 (unaudited) and 2021 and for the years ended December 31, 2022 (unaudited) and 2021, and for the period from October 9, 2020 (date of acquisition) to December 31, 2020 Vivint Solar Asset 3 Holdco Parent, LLC (A Delaware Limited Liability

Form 8-K

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 22, 2023 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-35877 46-1347456 (State or Other Jurisdi

Calculation of Filing Fee Tables (Form Type) Hannon Armstrong Sustainable Infrastructure Capital, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fe

EX-FILING FEES 2 d365242dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Hannon Armstrong Sustainable Infrastructure Capital, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum

Amendment No. 3 to the At Market Issuance Sales Agreement, dated February 22, 2023, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., SMBC Nikko Securities America, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 1.4 to the Registrant’s Form 8-K (No.001-35877), filed on February 23, 2023).

EX-1.4 Exhibit 1.4 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. Amendment No. 3 to the At Market Issuance Sales Agreement February 22, 2023 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171 Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 Barclays Capital Inc. 745 Seventh Avenue New York, New York, 10019 Nomura Securities International, Inc. World

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. Common Stock

424B5 Table of Contents Filed Pursuant To Rule 424(b)(5) Registration No. 333-263169 PROSPECTUS SUPPLEMENT (To prospectus dated March 1, 2022) $500,000,000 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. Common Stock Hannon Armstrong Sustainable Infrastructure Capital, Inc. invests in climate solutions developed or sponsored by leading companies in the energy efficiency, renewable energy

List of subsidiaries of Hannon Armstrong Sustainable Infrastructure Capital, Inc.

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Jurisdiction Cobalt Upwind Holdings LLC Delaware HA 7V Solar Ranch LLC Delaware HA AllStrong LLC Delaware HA Antelope DSR 3 LLC Delaware HA Athena Capital Holdings LLC Delaware HA Athos III Lender LLC Delaware HA Baldy Mesa Lender LLC Delaware HA Brazoria 2 LLC Delaware HA Brazoria West LLC Delaware HA Buckeye Holdings LLC Delaware HA Chap Spr

Amended and Restated Employment Agreement, dated February 14, 2023, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc. and Marc Pangburn (incorporated by reference to Exhibit 10.32 to the Registrant’s Form 10-K for the year ended December 31, 2022 (No. 001-35877), filed on February 21, 2023)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is executed and dated February 14, 2023, by and between HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

Amended and Restated Employment Agreement, dated February 14, 2023, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc. and Jeffrey Eckel

AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is executed and dated February 14, 2023, by and between HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

Annual Report on Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35877 HANNON ARMSTRONG SUSTAINA

Amended and Restated Employment Agreement, dated February 14, 2023, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc. and Jeffrey Lipson (incorporated by reference to Exhibit 10.31 to the Registrant’s Form 10-K for the year ended December 31, 2022 (No. 001-35877), filed on February 21, 2023)

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement") is dated February 14, 2023, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2023 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Hannon Armstrong Announces Fourth Quarter and Full Year 2022 Results, Affirms Guidance, and Increases Dividend

Hannon Armstrong Announces Fourth Quarter and Full Year 2022 Results, Affirms Guidance, and Increases Dividend ANNAPOLIS, Md.

HASI / Hannon Armstrong Sustnbl Infrstr Cap Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01036-hannonarmstrongsusta.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Hannon Armstrong Sustainable Infrastructure Capital Inc. Title of Class of Securities: REIT CUSIP Number: 41068X100 Date of Event Which Requires Filing of this Statement: December 30, 2022 Che

HASI / Hannon Armstrong Sustnbl Infrstr Cap Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11 )* Hannon Armstrong Sustainable Infrastructure Capital, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 41068X100 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this

Consent of KPMG LLP for Rosie TargetCo LLC.

EX-23.7 EXHIBIT 23.7 Consent of Independent Auditors We consent to the incorporation by reference in this registration statement on Form S-3 of Hannon Armstrong Sustainable Infrastructure Capital, Inc. of our report dated April 29, 2021, with respect to the consolidated financial statements of Rosie TargetCo LLC and subsidiaries, which report appears in the December 31, 2021 annual report on Form

As filed with the Securities and Exchange Commission on January 6, 2023

Table of Contents As filed with the Securities and Exchange Commission on January 6, 2023 Registration No.

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35877 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

Hannon Armstrong Announces Third Quarter 2022 Results and Declares Dividend

Hannon Armstrong Announces Third Quarter 2022 Results and Declares Dividend ANNAPOLIS, Md.

Financial Statements and Exhibits, Results of Operations and Financial Condition

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2022 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35877 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

Hannon Armstrong Announces Second Quarter 2022 Results and Declares Dividend

Hannon Armstrong Announces Second Quarter 2022 Results and Declares Dividend ANNAPOLIS, Md.

Financial Statements and Exhibits, Results of Operations and Financial Condition

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Consent of KPMG LLP for Rosie TargetCo LLC

EX-23.7 Exhibit 23.7 Consent of Independent Auditors We consent to the incorporation by reference in this registration statement on Form S-3 of Hannon Armstrong Sustainable Infrastructure Capital, Inc. of our report dated April 29, 2021, with respect to the consolidated financial statements of Rosie TargetCo LLC and subsidiaries, which report appears in the December 31, 2021 annual report on Form

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

As filed with the Securities and Exchange Commission on June 14, 2022

S-3ASR 1 d331922ds3asr.htm S-3ASR Table of Contents As filed with the Securities and Exchange Commission on June 14, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Maryla

As filed with the Securities and Exchange Commission on June 14, 2022

As filed with the Securities and Exchange Commission on June 14, 2022 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2022 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

2022 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (No. 001-35877), filed on June 7, 2022)

2022 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. EQUITY INCENTIVE PLAN Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation, wishes to attract officers, Directors, key employees, consultants, advisers and other personnel to the Company and its Subsidiaries and induce officers, Directors, key employees, consultants, advisers and other personnel to remain w

Other Events, Submission of Matters to a Vote of Security Holders

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2022 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Amended and Restated Employment Agreement, dated April 5, 2022, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc. and Richard R. Santoroski

AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (?Agreement?) made as of June 30, 2021, is amended and restated as of April 5, 2022, by and between HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35877 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Hannon Armstrong Announces First Quarter 2022 Results and Declares Dividend

Hannon Armstrong Announces First Quarter 2022 Results and Declares Dividend ANNAPOLIS, Md.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Prox

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Prox

Indenture, dated as of April 13, 2022 by and among HAT Holdings I LLC and HAT Holdings II LLC, as issuers, and Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Sustainable Infrastructure, L.P., and Hannon Armstrong Capital, LLC, as guarantors, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 on the Registrant’s Form 8-K (No. 011-35877) filed on April 15, 2022)

Exhibit 4.1 EXECUTION VERSION Dated as of April 13, 2022 HAT HOLDINGS I LLC AND HAT HOLDINGS II LLC, as Issuers THE GUARANTORS NAMED HEREIN and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section 1.02. [Reserved] 4 Section 1.03. Rules of Construction 4 ARTICLE II THE SE

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 13, 2022 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

First Supplemental Indenture, dated as of April 13, 2022 by and among HAT Holdings I LLC and HAT Holdings II LLC, as issuers, and Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Sustainable Infrastructure, L.P., and Hannon Armstrong Capital, LLC, as guarantors, and U.S. Bank Trust Company, National Association, as trustee (including the form of HAT Holdings I LLC’s and HAT Holdings II LLC’s 0.00% Green Exchangeable Senior Note due 2025).(incorporated by reference to Exhibit 4.2 on the Registrant’s Form 8-K (No. 011-35877) filed on April 15, 2022)

Exhibit 4.2 EXECUTION VERSION HAT Holdings I LLC and HAT Holdings II LLC, as Issuers The Guarantors Named Herein and U.S. Bank Trust Company, National Association, as Trustee First Supplemental Indenture Dated as of April 13, 2022 to the Indenture Dated as of April 13, 2022 0.00% Green Exchangeable Senior Notes due 2025 ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01

Registration Rights Agreement, dated as of April 13, 2022, by and among HAT Holdings I LLC, HAT Holdings II LLC, and Hannon Armstrong Sustainable Infrastructure Capital, Inc. and the initial purchasers party thereto. (incorporated by reference to Exhibit 10.1 on the Registrant’s Form 8-K (No. 011-35877) filed on April 15, 2022)

Exhibit 10.1 EXECUTION VERSION Hannon Armstrong Sustainable Infrastructure Capital, Inc. HAT Holdings I LLC HAT Holdings II LLC 0.00% Green Exchangeable Senior Notes due 2025 REGISTRATION RIGHTS AGREEMENT April 13, 2022 Morgan Stanley & Co. LLC Oppenheimer & Co. Inc., as representatives of the several Initial Purchasers referred to below c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New Yor

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

United States Securities and Exchange Commission WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2022 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35877 HANNON

Consolidated financial statements as of December 31, 2021 and 2020 and for the years then ended of Rosie Target

ROSIE TARGETCO LLC AND SUBSIDIARIES Consolidated Financial Statements December 31, 2021 and 2020 (With Report of Independent Auditors) ROSIE TARGETCO LLC AND SUBSIDIARIES Table of Contents Page Report of Independent Auditors 1 Consolidated Balance Sheets ? December 31, 2021 and 2020 3 Consolidated Statements of Operations and Comprehensive Income ? Years ended December 31, 2021 and 2020 4 Consolid

Consolidated financial statements as of December 31, 2021 and 2020 and for the three years ended December 31, 2021, of SunStrong Capital Holdings, LLC and

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Amendment No. 2 to the At Market Issuance Sales Agreement, dated March 1, 2022, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., B. Riley Securities, Inc., Robert W. Baird & Co. Incorporated, BofA Securities, Inc., Loop Capital Markets LLC, SMBC Nikko Securities America, Inc. and Nomura Securities International, Inc. (incorporated by reference to Exhibit 1.3 to the Registrant’s Form 8-K (No. 001-35877), filed on March 2, 2022)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 1, 2022 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-35877 46-1347456 (State or Other Jurisdictio