0001561894false00015618942023-12-212023-12-21

United States
Securities and Exchange Commission
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 21, 2023
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
(Exact Name of Registrant as Specified In Its Charter)
Maryland
001-35877
46-1347456
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

One Park Place, Suite 200 Annapolis,
Maryland 21401
(Address of principal executive offices)

(410) 571-9860
(Registrant's telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareHASINew York Stock Exchange



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐


Item 8.01Other Events.

On December 21, 2023, Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the
“Company”), announced that the Board of Directors approved a plan to terminate the Company’s election to be treated as a Real Estate Investment Trust for U.S. federal income tax purposes, and instead have the Company be taxed as a C-corporation. The election will be effective as of January 1, 2024.

Item 8.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
By:/s/ Steven L. Chuslo
Steven L. Chuslo
Executive Vice President and Chief Legal Officer
Date: December 22, 2023








December 21, 2023

image.jpg

HASI Announces Conversion to C-Corporation

ANNAPOLIS, Md.--(BUSINESS WIRE)-- Hannon Armstrong Sustainable Infrastructure
Capital, Inc. ("HASI," "We," "Our" or the "Company") (NYSE: HASI), a leading investor in climate solutions, today announced that its Board of Directors (the "Board") has unanimously approved a plan to revoke its Real Estate Investment Trust (REIT) election and become a taxable C-Corporation, effective January 1, 2024.

The Board’s decision was made after careful consideration of all relevant implications and is not expected to have any material impact on the Company’s business or operations. The Company expects its existing net operating losses ("NOLs") and other tax attributes will enable HASI to continue to operate in a tax efficient manner.

"We've concluded that our optimal tax structure moving forward is to cease electing REIT status in 2024," said Jeffrey A. Lipson, President and CEO of HASI. "This change leaves our investment strategy intact and provides greater flexibility to capitalize on the tremendous growth opportunities associated with the clean energy transition."

For further information, please visit investors.hasi.com/resources/faq.

About HASI
HASI (NYSE: HASI) is a leading climate positive investment firm that actively partners with clients to deploy real assets that facilitate the energy transition. With more than $11 billion in managed assets, our vision is that every investment improves our climate future. For more information, please visit hasi.com.

Forward-Looking Statements

Some of the information contained in this press release is forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that are subject to risks and uncertainties. For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. When we use the words "believe," "expect," "anticipate," "estimate," "plan," "continue," "intend," "should," "may" or similar expressions, we intend to identify forward-looking statements.



Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements include those discussed under the caption “Risk Factors” included in our most recent Annual Report on Form 10-K as well as in other periodic reports that we file with the U.S. Securities and Exchange Commission.

Forward-looking statements are based on beliefs, assumptions and expectations as of the date of this press release. We disclaim any obligation to publicly release the results of any revisions to these forward-looking statements reflecting new estimates, events or circumstances after the date of this press release.

View source version on businesswire.com:
https://www.businesswire.com/news/home/20231221100282/en/

Investors:
Neha Gaddam
investors@hasi.com
410-571-6189

Media:
Gil Jenkins
media@hasi.com
443-321-5753

Source: Hannon Armstrong Sustainable Infrastructure Capital, Inc.

v3.23.4
Cover Page
Dec. 21, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 21, 2023
Entity Registrant Name Hannon Armstrong Sustainable Infrastructure Capital, Inc.
Entity Central Index Key 0001561894
Amendment Flag false
Entity Incorporation, State or Country Code MD
Entity File Number 001-35877
Entity Tax Identification Number 46-1347456
Entity Address, Address Line One One Park Place
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Annapolis
Entity Address, State or Province MD
Entity Address, Postal Zip Code 21401
City Area Code 410
Local Phone Number 571-9860
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol HASI
Security Exchange Name NYSE
Entity Emerging Growth Company false
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