Other Information
−Removed: Effective May 11, 2026, Marc Pangburn will transition from his current role as Senior Managing Director & Chief Revenue and Strategy Officer, and a Company employee, to a Strategic Advisor (the “Transition”).
−Removed: In connection with the Transition, the Company and Mr.
−Removed: Pangburn have entered into a non-employee consulting agreement (the “Consulting Agreement”) pursuant to which Mr.
−Removed: Pangburn will provide strategic consulting services to the Company until March 5, 2028, subject to termination by either party.
−Removed: Under the terms of the Consulting Agreement, Mr.
−Removed: Pangburn will be eligible to earn fees on an hourly basis for services provided and certain of his existing unvested LTIP Units will continue to vest in accordance with their terms, subject to continued consulting services and his compliance with restrictive covenants.
−Removed: The LTIP Units granted to Mr.
−Removed: Pangburn in 2026 will be forfeited.
−Removed: The foregoing summary of the Consulting Agreement does not purport to be complete and is qualified in its entirety by the terms of the Consulting Agreement and the amendments to the relevant equity award agreements, each of which will be filed as an exhibit to the Company’s next periodic report.
number Exhibit description
40 unchanged sentences
Indenture Officer’s Certificate pursuant to Section 2.02 of the Indenture, dated March 2, 2026 (including the forms of HA Sustainable Infrastructure Capital, Inc.’s 6.000% Green Senior Unsecured Note due 2036) (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K (No.
−Removed: 001-35877), filed on M arch 2 , 2026)
−Removed: HA Sustaina ble I nfrastructure Capital, Inc.
−Removed: Executive Protection Plan, dated March 25, 2026 .
−Removed: Amendment No.
−Removed: 1 to Amended and Res tated Employment Agreement by and between HA Sustainable Infrastructure Capital, Inc.
−Removed: and Charles W.
−Removed: Melko , dated as of April 7, 2026 .
−Removed: Amendment No.
−Removed: 1 to Amended and Restated Employment Agreement by and between HA Sustainable Infrastructure Capital, Inc.
−Removed: Pangburn , dated as of April 7, 2026 .
−Removed: Amendment No.
−Removed: 1 to Amended and Restated Employment Agreement by and between HA Sustainable Infrastructure Capital, Inc.
−Removed: Nickey , dated as of April 7, 2026 .
+Added: 001-35877), filed on March 2, 2026)
+Added: 4.14 Indenture, dated as of June 24, 2026 by and among HA Sustainable Infrastructure Capital, Inc., as issuer, the guarantors party thereto and U.S.
+Added: Bank Trust Company, National Association, as trustee (including the form of HA Sustainable Infrastructure Capital, Inc.’s 5.950% Green Senior Unsecured Note due 2033) (incorporated by reference to Exhibit 4.1 to the Registrant ’ s Form 8-K (No.
+Added: 001-35877), filed on June 26, 2026)
+Added: 4.15 Registration Rights Agreement, dated as of June 24, 2026, by and among HA Sustainable Infrastructure Capital, Inc., the guarantors party thereto and the representatives of the Initial Purchasers party thereto (incorporated by reference to Exhibit 4.
+Added: 2 to the Registrant’s Form 8-K (No.
+Added: 001-35877), filed on June 26, 2026)
+Added: 10.1* L etter Agreement , dated May 7, 2026, by and between the C ompany and Marc T.
+Added: 10.2* Amendment to HASI Management HoldCo LLC 2024 LTIP Unit (Time-based HoldCo Units) Award Agreement, dated May 7, 2026, by and between HASI Management HoldCo LLC and Marc T.
+Added: 10.3* Amendment to HASI Management HoldCo LLC 2024 LTIP Unit (Relative TSR) Award Agreement, dated May 7, 2026, by and between HASI Management HoldCo LLC and Marc T.
+Added: 10.4* Amendment to HASI Management HoldCo LLC 2024 LTIP Unit (Adjusted EPS) Award Agreement, dated May 7, 2026, by and between HASI Management HoldCo LLC and Marc T.
+Added: 10.5* Amendment to HASI Management HoldCo LLC 2025 LTIP Unit (Time-based HoldCo Units) Award Agreement, dated May 7, 2026, by and between HASI Management HoldCo LLC and Marc T.
+Added: 10.6* Amendment to HASI Management HoldCo LLC 2025 LTIP Unit (Relative TSR) Award Agreement, dated May 7, 2026, by and between HASI Management HoldCo LLC and Marc T.
+Added: 10.7* Amendment to HASI Management HoldCo LLC 2025 LTIP Unit (Adjusted EPS) Award Agreement, dated May 7, 2026, by and between HASI Management HoldCo LLC and Marc T.
31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
16 unchanged sentences
INFRASTRUCTURE CAPITAL, INC.
−Removed: May 8, 2026 /s/ Jeffrey A.
+Added: August 7, 2026 /s/ Jeffrey A.
Chief Executive Officer and President
−Removed: May 8, 2026 /s/ Charles W.
+Added: August 7, 2026 /s/ Charles W.
Senior Managing Director, Chief Financial Officer, and Treasurer
−Removed: May 8, 2026 /s/ Michelle E.
+Added: August 7, 2026 /s/ Michelle E.
Senior Managing Director and Chief Accounting Officer
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.