What changed in this filing

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Item 5. Other Information

2024-08-02 compared with 2024-05-08 · 40 added, 33 removed, 42 unchanged (63% of the section changed)

1 unchanged sentence

number Exhibit description

3.1 Articles of Amendment and Restatement of Hannon Armstrong Sustainable Infrastructure Capital, Inc.

(incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2013 (No.

001-35877), filed on August 9, 2013)

3.2 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)

3.3 Amended and Restated Agreement of Limited Partnership of Hannon Armstrong Sustainable Infrastructure, L.P.

(incorporated by reference to Exhibit 3.3 to the Registrant’s Form 10-Q for the quarter ended June 30, 2013 (No.

001-35877), filed on August 9, 2013)

4.1 Specimen Common Stock Certificate of Hannon Armstrong Sustainable Infrastructure Capital, Inc.

(incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-11 (No.

333-186711), filed on April 12, 2013)

3.1 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).

3.2 Bylaws of HA Sustainable Infrastructure Capital, Inc.

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).

3.3 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 on July 3, 2024).

3.4 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).

4.1 Specimen Common Stock Certificate of HA Sustainable Infrastructure Capital, Inc.

(incorporated by reference to Exhibit 99.3 on the Registrant’s Form 8-K (No.

001-35877) filed on July 3, 2024).

4.2 Indenture, dated as of April 21, 2020, between 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.

18 unchanged sentences

011-35877) filed on August 11, 2023)

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 on the Registra nt ’ s Form 8-K (No.

011-35877) filed on April 17, 2024)

Amended and Restated Employment Agreement, dated January 26, 2024, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and Richard R.

Santoroski (incorporated by reference to Exhibit 10.21 on the Re gistra nt ’ s Form 10-K (No.

011-35877) filed on February 16, 2024)

Amended and Restated Employment Agreement, dated February 15, 2024, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and Jeffrey Eckel (incorporated by reference to Exhibit 10.2 2 on the Registrant’s Form 10-K (No.

011-35877) filed on February 16, 2024)

Form of Hannon Armstrong Sustainable Infrastructure, L.P.

Performance-Based LTIP Unit Award Agreement

E mployment Agreement, Dat ed April 15, 2024, by and b etween Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and Viral Amin

Letter Agreement, dated April 4, 2024, between Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Capital LLC, and Richard R.

4.8 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)

4.9 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) (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (No.

001-35877), filed on July 1, 2024)

4.10 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.

(incorporated by reference to Exhibit 4.2 on the Registrant’s Form 8-K (No.

001-35877), filed on July 1, 2024)

10.1 Registration Rights Agreement, dated as of July 1, 2024, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc.

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)

10.2 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.

(incorporated by reference to Exhibit 1.7 on the Registrant’s Form 8-K (No.

001-35877), filed on July 3, 2024)

31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

14 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HANNON ARMSTRONG SUSTAINABLE

HA SUSTAINABLE

INFRASTRUCTURE CAPITAL, INC.

May 8, 2024 /s/ Jeffrey A.

August 2, 2024 /s/ Jeffrey A.

Chief Executive Officer and President

May 8, 2024 /s/ Marc T.

August 2, 2024 /s/ Marc T.

Chief Financial Officer and Executive Vice President

May 8, 2024 /s/ Charles W.

August 2, 2024 /s/ Charles W.

Chief Accounting Officer, Treasurer and Senior Vice President

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information