HA Sustainable Infrastructure Capital Inc

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:

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•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

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

If Mr. 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.

If Mr. 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.

If Mr. 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.

Mr. 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%.

Mr. 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. Pangburn.

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.

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

Mr. 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

• 108 - three fiscal year pre-termination and Mr. Rose’s target annual bonus for fiscal year in which the termination occurs. Mr. 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 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 (i) 18 months of 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.

Mr. 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. Rose.

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.