What changed in this filing

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Item 9A. Controls and Procedures

2025-02-14 compared with 2024-02-16 · 133 added, 98 removed, 203 unchanged (53% of the section changed)

21 unchanged sentences

Other Information

On February 15, 2023, we entered into an amendment and waiver (the “Amendment and Waiver”) to the Amended and Restated Employment Agreement of Jeffrey W.

Eckel, our executive chairman.

Pursuant to the Amendment and Waiver any annual bonus received by Mr.

Eckel for performance during the year ending December 31, 2024 and future periods will be paid in equity, subject to vesting requirements, instead of cash.

In addition, under the Amendment and Waiver, the target value of the equity compensation award to be granted to Mr.

Eckel on March 1, 2024 was reduced from $3,285,750 to $1,647,000, subject to vesting and performance requirements.

The foregoing summary of the Amendment and Waiver does not purport to be complete and is qualified in its entirety by the terms of the Amendment and Waiver attached as an exhibit to this Annual Report on Form 10-K and incorporated by reference herein.

Leadership Succession

On February 13, 2025, as part of the planned leadership succession process of the Company, the Board announced three key executive appointments and one removal from executive duties, all effective March 1 2025:

• Charles Melko, current Senior Vice President, Treasurer and Chief Accounting Officer, will assume the role of Executive Vice President and Chief Financial Officer of the Company.

• Marc Pangburn, currently Executive Vice President of the Company and Chief Financial Officer, will assume the role of Executive Vice President of the Company and its Chief Revenue and Strategy Officer.

• Nathaniel Rose, currently Executive Vice President of the Chief Investment Officer and will step down from Executive duties and become a Senior Managing Director – Investments.

• Michelle Whicher will assume the role of Chief Accounting Officer.

Transition of Charles Melko to Chief Financial Officer

Melko will transition from the Company’s Chief Accounting Officer to the Company’s Chief Financial Officer, effective March 1, 2025.

In connection with this transition, Mr Melko’s employment agreement has been amended and restated with HA Sustainable Infrastructure Capital Inc.

(instead of with Hannon Armstrong Sustainable Infrastructure Capital Inc.) and includes an annual base salary of $400,000 and a target annual bonus of 110% of Mr Melko’s base salary.

Melko will be eligible to receive equity compensation awards when awards are made to similarly situated senior executives of the Company.

Melko is terminated due to his disability or death, Mr.

Melko or his estate will receive any accrued but unpaid annual base salary, annual bonus and benefits, plus a pro rata target bonus for the year in which his termination of employment occurs (in the case of death) and a target annual bonus for the fiscal year in which the employee’s termination occurs (in the case of disability).

All outstanding equity awards held by Mr.

Melko will become vested and nonforfeitable.

Melko is terminated without cause or leaves employment for good reason, he will be entitled to severance equal to his accrued but unpaid annual base salary, annual bonus and benefits and a lump sum payment of 12 months of his annual base annual salary and 100% of the average of his annual bonus received for the previous three fiscal years prior to the termination.

All outstanding equity awards held by Mr.

Melko will become vested and nonforfeitable.

For up to 12 months following such a termination, we will subsidize the cost of Mr.

Melko’s post-employment health coverage.

Melko is terminated for cause or leaves employment without good reason, he will be entitled to any accrued but unpaid annual salary, annual bonus and benefits.

Mr Melko’s reporting lines will now include all of the Company’s accounting and finance departments which will report to him.

Appointment of Marc T.

Pangburn as Chief Revenue and Strategy Officer

We have appointed Marc T.

Pangburn, the Company’s current Executive Vice President and Chief Financial Officer, to Executive Vice President and Chief Revenue and Strategy Officer, effective March 1, 2025.

Pangburn’s employment agreement has been amended and restated with HA Sustainable Infrastructure Capital Inc.

(instead of with Hannon Armstrong Sustainable Infrastructure Capital Inc.) and includes an increase of annual base salary from his 2024 annual salary of $450,000 to $475,000 and an increase in target annual bonus from 150% to 160%.

Pangburn’s reporting lines will change as follows:

(a) the finance and accounting teams of the Company will no longer report into Mr.

Pangburn and will instead report to Mr.

Melko, in Mr.

Melko’s new appointment as Chief Financial Officer;

and (b) all individuals working in the investments and portfolio management teams of the Company will report to Mr.

Change to Nathaniel Rose’s title and duties

We have changed Nathaniel Rose’s role from the Company’s Executive Vice President and Chief Investment Officer, to Senior Managing Director – Investments, effective March 1, 2025, following which Nathaniel Rose will no longer perform Executive duties on behalf of the Company.

Rose’s employment agreement has been amended and restated with HA Sustainable Infrastructure Capital Inc.

(instead of with Hannon Armstrong Sustainable Infrastructure Capital Inc.) and includes a change in target annual bonus from 150% to 100% and change in severance entitlement.

Rose’s annual base salary remains unchanged from his 2024 annual base salary at $420,000.

Rose’s prior severance entitlement was if Mr Rose was terminated without cause or leaves employment for a good reason, he was entitled to (a) 24 months post-termination continuing medical benefits cover and (b) all outstanding equity awards held by Mr.

Rose will become vested and nonforfeitable on termination and (c) a lump sum severance pay of accrued but unpaid annual base salary, annual bonus and benefits and an amount equal to the sum of 1.5 x (i) Mr.

Rose’s annual base salary (at time of termination) and (ii) the higher of Mr.

Rose’s average annual bonus actually received in respect of the final

three fiscal year pre-termination and Mr.

Rose’s target annual bonus for fiscal year in which the termination occurs.

Rose’s new severance entitlement on termination without cause or if he leaves employment for good reason will be (a) up to 18 months post-termination, we will subsidize the cost of Mr.

Rose’s post-employment health coverage and (b) all outstanding equity awards held by Mr.

Rose’s annual salary (at time of termination) and (ii) 150% of Mr.

Rose’s average bonus actually received in respect of the three fiscal years prior to the year of termination.

Going forward, we will no longer provide supplemental medical coverage to Mr.

Rose’s dependents following his death.

Rose’s reporting lines will change as follows:

the credit team of the investments department of the Company will continue to report to Mr.

Rose, whereas previously the entire investment department of the Company reported to Mr.

Appointment of Michelle Whicher as Chief Accounting Officer

We have appointed Michelle Whicher as the Company’s Chief Accounting Officer, effective March 1, 2025.

She will report to the Chief Financial Officer and will oversee the Company’s accounting department.

Her compensation will be an annual base salary of $270,000 and a target annual bonus of 55% of her base salary.

This disclosure is qualified in its entirety by the terms of the executed employment agreements, each of which is filed as an exhibit to this Annual Report on Form 10-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

4 unchanged sentences

The information regarding certain matters pertaining to our corporate governance required by Item 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is incorporated by reference to the Proxy Statement to be filed with the SEC within 120 days after December 31, 2024.

The information regarding certain matters pertaining to our insider trading policies and procedures required by Item 408(b) of Regulation S-K is incorporated by reference to the Proxy Statement to be filed with the SEC within 120 days after December 31, 2024.

Executive Compensation

29 unchanged sentences

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 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)

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

(incorporated by reference to Exhibit 4.1 to Amendment No.

3 to the Registrant’s Form S-11 (No.

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

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

4.3 Indenture, dated as of August 22, 2017, between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (No.

001-35877), filed on August 22, 2017)

4.4 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.

Bank National Association, as trustee (including the form of HAT Holdings I LLC and HAT Holdings II LLC's 6.00% Senior Notes due 2025) (incorporated by reference to Exhibit 4.1 on the Registrant's Form 8-K (No.

001-35877), filed on April 21, 2020)

3.1 Certificate of Incorporation of the Company, 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 the Company 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).

4.1 Specimen Common Stock Certificate of the Company (incorporated by reference to Exhibit 99.3 on the Registrant’s Form 8-K (No.

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

4.2 Description of the Company ’ s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 99.2 on the Registrant ’ s Form 8-K (No.

001-35877) filed on July 3, 2024)

4.3 Indenture, dated as of August 25, 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.

7 unchanged sentences

011-35877) filed on April 15, 2022)

4.8 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.

4.6 First Supplemental Indenture, dated as of April 13, 2022 by and among HAT Holdings I LLC and HAT Holdings II LLC, as issuers, and the Company, 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)

4.9 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.

4.7 Indenture, dated as of August 11, 2023 by and among HAT Holdings I LLC and HAT Holdings II LLC, as issuers, and the Company, 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 3.750% Green Exchangeable Senior Unsecured Note due 2028) (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (No.

3 unchanged sentences

001-35877), filed on December 7, 2023)

4.11 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)

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)

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

10.2 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.5 to Amendment No.

3 to the Registrant’s Form S-11 (No.

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

(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)

Form of Indemnification Agreement

10.3 Amended and Restated 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

1 unchanged sentence

001-35877), filed on May 4, 2017)

10.4 2022 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

10.4 2022 HA 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)

10.5 Restricted Stock Award Agreement dated April 23, 2013 between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and Jeffrey W.

10.5 Restricted Stock Award Agreement dated April 23, 2013 between the Company and Jeffrey W.

Eckel (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2013 (No.

6 unchanged sentences

001-35877), filed on May 4, 2017)

10.9 Form of Amended and Restated Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.57 to the Registrant's Form 10-K (No.

001-35877) for the year ended December, 31, 2017, filed on February 23, 2018)

10.10 Form of LTIP Unit Vesting Agreement under the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended March 31, 2019 (No.

10.9 Form of Amended and Restated Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.57 to the Registrant's Form 10-K for the year ended December 31, 2017 (No.

001-35877) filed on February 23, 2018)

10.10 Form of LTIP Unit Vesting Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended March 31, 2019 (No.

001-35877), filed on May 3, 2019)

10.11 Form of Hannon Armstrong Sustainable Infrastructure, L.P.

Time-Based LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended March 31, 2019 (No.

10.11 Form of Time-Based LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended March 31, 2019 (No.

001-35877), filed on May 3, 2019)

10.12 Form of Hannon Armstrong Sustainable Infrastructure, L.P.

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, 2019 (No.

10.12 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, 2019 (No.

001-35877), filed on May 3, 2019)

10.13 Employment Agreement, dated April 17, 2013, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and Steven L.

10.13 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)

10.14 Employment Agreement, dated April 17, 2013, by and between the Company and Steven L.

Chuslo (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 10-Q for the quarter ended June 30, 2013 (No.

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

10.14 Employment Agreement, dated April 17, 2013, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and Nathaniel J.

Rose (incorporated by reference to Exhibit 10.10 to the Registrant’s Form 10-Q for the quarter ended June 30, 2013 (No.

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

10.15 Employment Agreement, dated April 17, 2013, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and Daniel McMahon (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended June 30, 2015 (No.

001-35877), filed on August 7, 2015)

10.16 Employment Agreement, dated March 15, 2017, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and Charles Melko (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended March 31, 2017 (No.

001-35877), filed on May 4, 2017)

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

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

10.17 Letter Agreement, dated as of January 6, 2021, between J.

Brendan Herron, Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and Hannon Armstrong Capital Inc.

Brendan Herron, the Company and Hannon Armstrong Capital Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2021 (No.

001-35877), filed on May 7, 2021)

10.18 Employment Agreement, dated June 30, 2021, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

10.18 Employment Agreement, dated June 30, 2021, by and between the Company and Susan D.

Nickey (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended June 30, 2021 (No.

001-35877), filed on August 6, 2021)

10.19 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.

10.19 Amended and Restated Employment Agreement, dated February 14, 2023, by and between the Company 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)

10.20 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.

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

10.21 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).

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

and Richard R.

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

and Jeffrey Eckel

10.23 Registration Rights Agreement, dated April 23, 2013, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and the parties listed on Schedule I thereto (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-Q for the quarter ended June 30, 2013 (No.

10.22 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)

10.23 Employment Agreement, Dated April 15, 2024, by and between the Company and Viral Amin (incorporated by reference to Exhibit 10.5 on the Registrant’s Form 10-Q for the quarter ended March, 31 2024 (No.

001-35877) filed on May 8, 2024) .

10.24 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).

10.25 Registration Rights Agreement, dated April 23, 2013, by and among the Company and the parties listed on Schedule I thereto (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-Q for the quarter ended June 30, 2013 (No.

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

10.24 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.

10.26 Registration Rights Agreement, dated as of April 13, 2022, by and among HAT Holdings I LLC, HAT Holdings II LLC, and the Company 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)

10.25 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 representatives of the Initial Purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (No.

10.27 Registration Rights Agreement, dated as of August 11, 2023, by and among HAT Holdings I LLC, HAT Holdings II LLC, and the Company and the representatives of the Initial Purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (No.

001-35877), filed on August 11, 2023)

10.26 Indemnity Agreement, dated as of September 30, 2015, by Hannon Armstrong Sustainable Infrastructure Capital, Inc.

in favor of the Bank of New York Mellon (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 10-Q for the quarter ended September 30, 2015 (No.

10.28 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)

10.29 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)

10.30 Indemnity Agreement, dated as of September 30, 2015, by the Company in favor of the Bank of New York Mellon (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 10-Q for the quarter ended September 30, 2015 (No.

001-35877), filed on November 5, 2015)

10.31 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, sole lead arranger and sustainability structuring agent, Bank of America, N.A., Barclays Bank PLC, Credit Suisse AG, New York Branch, KeyBank National Association, Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Sumitomo Mitsui Banking Corporation and Wells Fargo Bank, National Association, as documentation agents, and each lender from time to time party thereto (incorporated by reference to Exhibit 1.1 on the Registrant’s Form 8-K (No.

011-35877), filed on April 20, 2021)

10.28 Credit Agreement, dated as of February 7, 2022, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A.

001-35877), filed on February 11, 2022.

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).

10.32 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)

10.30 At Market Issuance Sales Agreement, dated May 13, 2020, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc., B.

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).

10.33 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).

10.34 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.

10.35 At Market Issuance Sales Agreement, dated May 13, 2020, by and between the Company, B.

Riley FBR, Inc., Robert W.

4 unchanged sentences

10.36 Amendment No.

1 to the At Market Issuance Sales Agreement, dated February 26, 2021, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., B.

1 to the At Market Issuance Sales Agreement, dated February 26, 2021, by and among the Company, B.

Riley Securities, Inc., Robert W.

4 unchanged sentences

10.37 Amendment No.

2 to the At Market Issuance Sales Agreement, dated March 1, 2022, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., B.

2 to the At Market Issuance Sales Agreement, dated March 1, 2022, by and among the Company, B.

Riley Securities, Inc., Robert W.

4 unchanged sentences

10.38 Amendment No.

3 to the At Market Issuance Sales Agreement, dated February 22, 2023, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., B.

3 to the At Market Issuance Sales Agreement, dated February 22, 2023, by and among the Company, B.

Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co.

4 unchanged sentences

10.39 Amendment No.

4 to the At Market Issuance Sales Agreement, dated May 10, 2023, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., B.

4 to the At Market Issuance Sales Agreement, dated May 10, 2023, by and among the Company, B.

Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co.

5 unchanged sentences

10.40 Amendment No.

5 to the At Market Issuance Sales Agreement, dated September 5, 2023, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., B.

5 to the At Market Issuance Sales Agreement, dated September 5, 2023, by and among the Company, B.

Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co.

4 unchanged sentences

001-35877), filed on September 5, 2023)

Insider Trading Policies and Procedures of the Company

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

7 unchanged sentences

Section 1350 as adopted pursuant to Section 906 of the Sarbanes—Oxley Act of 2002

Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Recovery Policy Relating to Erroneously Awarded Incentive Compensation

97.1 Recovery Policy Relating to Erroneously Awarded Incentive Compensation of the Company (incorporated by reference to Exhibit 97.1 on the Registrant's Form 10-K for the year ended December 31, 2023 (No.

001-35877), filed on February 16, 2024)

Inline XBRL Taxonomy Extension Schema

8 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, 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.

25 unchanged sentences

February 14, 2025

/s/ Lizabeth Ardisana

/s/ Teresa M.

February 14, 2025

Lizabeth Ardisana

/s/ Clarence D.

/s/ Lizabeth A.

February 14, 2025

/s/ Teresa M.

/s/ Clarence D.

February 14, 2025

9 unchanged sentences

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-K

Item 9A. Controls and Procedures