What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-13 compared with 2025-02-14 · 68 added, 75 removed, 261 unchanged (35% of the section changed)

21 unchanged sentences

Other Information

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

65 unchanged sentences

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

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

001-35877), filed on June 24, 2025)

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

001-35877), filed on June 24, 2025)

Indenture Officer’s Certificate pursuant to Section 2.02 of the Indenture, dated November 20, 2025 (including the form of HA Sustainable Infrastructure Capital, Inc.’s 8.000% Green Junior Subordinated Note due 2056) (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K (No.

001-35877), filed on November 20, 2025)

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

1 unchanged sentence

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

Form of Indemnification Agreement

10.2 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.

2 to the Registrant's Form 10-K for the year ended December 31, 2024 (No.

001-35877), filed on February 1 4 , 202 5 )

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

27 unchanged sentences

10.15 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

Rose (incorporated by reference to Exhibit 10.15 to the Registrant's Form 10-K for the year ended December 31, 2024 (No.

001-35877), filed on February 14, 2025)

10.16 Amended and Restated Employment Agreement, dated February 11, 2025, by and between the Company and Charles Melko (incorporated by reference to Exhibit 10.16 to the Registrant's Form 10-K for the year ended December 31, 2024 (No.

001-35877), filed on February 14, 2025)

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

7 unchanged sentences

001-35877), filed on February 21, 2023)

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

10.20 Amended and Restated Employment Agreement, dated February 11, 2025, by and between the Company and Marc Pangburn (incorporated by reference to Exhibit 10.20 to the Registrant's Form 10-K for the year ended December 31, 2024 (No.

001-35877), filed on February 14, 2025)

10.21 Amended and Restated Employment Agreement, dated January 26, 2024, by and between the Company and Richard R.

76 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.

Consent of Ernst & Young LLP for Hannon Armstrong Sustainable Infrastructure Capital, Inc.

10.41 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 to the Registrant’s Form 8-K (No.

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

10.42 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.

Incorporated and Truist Securities, Inc.

(incorporated by reference to Exhibit 1.8 to the Registrant’s Form 8-K (No.

001-35877), filed on March 3, 2025)

10.43 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 (incorporated by reference to Exhibit 1.4 to the Registrant’s Form 8-K (No.

001-35877), filed on March 31, 2025)

10.44 Amendment No.

4 to Credit Agreement, dated as of December 9, 2025, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A.

as administrative agent and ING Capital LLC as lender (incorporated by reference to Exhibit 1.5 to the Registrant’s Form 8-K (No.

001-35877), filed on December 10, 2025)

10.45 Amendment No.

5 to Credit Agreement, dated as of December 22, 2025, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A.

as administrative agent and Natixis, New York Branch and The Bank of Nova Scotia as lenders (incorporated by reference to Exhibit 1.6 to the Registrant’s Form 8-K (No.

001-35877), filed on December 29, 2025)

10.46 Form of Offer Letter to be used between the Company and certain executives (incorporated by reference to Exhibit 10.

1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2025 (No.

001-35877), filed on August 8 , 202 5 )

Consulting Agreement, dated December 10, 2025, by and between the Company and Steven L.

19.1 Insider Trading Policies and Procedures of the Company (incorporated by reference to Exhibit 10.20 to the Registrant's Form 10-K for the year ended December 31, 2024 (No.

001-35877), filed on February 14, 2025)

21.1* List of subsidiaries of HA Sustainable Infrastructure Capital, Inc.

Consent of Ernst & Young LLP for HA Sustainable Infrastructure Capital, Inc.

Power of Attorney (included on signature page)

21 unchanged sentences

Chief Executive Officer and President

Chief Financial Officer and Executive Vice President

/s/ Charles W.

Chief Accounting Officer, Treasurer and Senior Vice President

Chief Financial Officer, Treasurer and Executive Vice President

/s/ Michelle E.

Chief Accounting Officer and Senior Vice President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey A.

Lipson, Marc T.

Pangburn and Charles W.

Melko, and each of them, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Form 10-K and any and all amendments thereto, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Lipson, Charles W.

Melko and Michelle E.

Whicher, and each of them, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Form 10-K and any and all amendments thereto, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

3 unchanged sentences

Lipson (Principal Executive Officer)

Chief Financial Officer

/s/ Charles W.

Chief Financial Officer, Treasurer and

February 13, 2026

1 unchanged sentence

(Principal Financial Officer)

/s/ Charles W.

Chief Accounting Officer, Treasurer and February 14, 2025

/s/ Michelle E.

Chief Accounting Officer and

February 13, 2026

Senior Vice President

1 unchanged sentence

/s/ Jeffrey W.

Executive Chair of the Board

Chair of the Board

February 13, 2026

14 unchanged sentences

February 13, 2026

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