PROSPECTUS
HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
Common Stock
This prospectus
relates to the offer and resale from time to time of shares of common stock, par value $0.01 per share, of Hannon Armstrong Sustainable Infrastructure Capital, Inc., or our common stock, by the selling stockholders identified in this prospectus or
in supplements to this prospectus, or the selling stockholders. The shares of our common stock are issuable from time to time upon the exchange of up to $402.5 million aggregate principal amount of 3.750% Green
Exchangeable Senior Unsecured Notes due 2028, or exchangeable notes, that were issued by our subsidiaries HAT Holdings I LLC, or HAT I, and HAT Holdings II LLC, or HAT II and together with HAT I, the exchangeable notes issuers, in a
private transaction on August 11, 2023. The exchangeable notes were offered only to investors that were qualified institutional buyers (as defined in Rule 144A under the Securities Act of 1933, as amended, or the Securities Act).
The exchangeable notes have not been, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable state laws. The exchangeable notes are exchangeable at the option of the holders into shares of our common stock. Selling stockholders that receive shares of our common stock
upon the exchange of their exchangeable notes may use this prospectus to resell, from time to time, such shares, so long as they satisfy certain conditions set forth in that certain registration rights agreement, dated August 11, 2023, or
the 2023 Registration Rights Agreement, entered into by and among us and the exchangeable notes issuers, and Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. for themselves and as representatives of the initial purchasers of the
exchangeable notes.
The registration of the shares of our common stock covered by this prospectus and any accompanying prospectus
supplements does not necessarily mean that any of the selling stockholders will exchange their exchangeable notes for shares of our common stock or that any shares of our common stock received upon exchange of the exchangeable notes will be sold by
the selling stockholders. The prices at which the selling stockholders may sell the shares of our common stock received upon exchange of the exchangeable notes will be determined by the prevailing market price for our common stock or by negotiated
transactions.
We are not offering for sale any shares of our common stock in the registration statement of which this prospectus is a
part. We will not receive any financial benefit from the exchange of exchangeable notes for shares of our common stock. We will receive no proceeds from any sale of shares of our common stock by the selling stockholders, but will incur expenses in
connection with the registration of these shares. See Selling Stockholders and Plan of Distribution. We are filing the registration statement pursuant to contractual obligations that exist with the selling stockholders under
the 2023 Registration Rights Agreement.
Our common stock is listed on the New York Stock Exchange, or the NYSE, under the symbol
HASI. On December 7, 2023, the closing sale price of our common stock on the NYSE was $25.24 per share.
The selling
stockholders identified in this prospectus or in supplements to this prospectus from time to time may offer and resell any shares of our common stock received upon exchange of the exchangeable notes held by them directly or through agents or
broker-dealers on terms to be determined at the time of sale. To the extent required, the names of any agent or broker-dealer and applicable commissions or discounts and any other required information with respect to any particular offer will be set
forth herein or in a prospectus supplement that will accompany this prospectus. A prospectus supplement also may add, update or change information contained in this prospectus. Each of the selling stockholders reserves the sole right to accept or
reject, in whole or in part, any proposed purchase of the shares of our common stock to be made directly or through agents. See Plan of Distribution in this prospectus.
The selling stockholders and any agents or broker-dealers that participate with the selling stockholders in the distribution of shares of our
common stock may be deemed to be underwriters within the meaning of the Securities Act and any commissions received by them and any profit on the sale of shares of our common stock may be deemed to be underwriting commissions or
discounts under the Securities Act.
To assist us in qualifying as a REIT, among other purposes, stockholders are generally restricted
from owning more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock, the outstanding shares of any class or series of our preferred stock, or the outstanding shares of our capital
stock, and our charter contains certain additional restrictions on ownership and transfer of our shares. As indicated in our Form 10-Q for the quarter ended September 30, 2023, or our Q3 2023 Form 10-Q, our management has made a determination that it would be advisable and in our best interests to revoke our REIT status, effective for our taxable year beginning January 1, 2024, subject to approval by our
board of directors. Pursuant to our charter, the restrictions on ownership and transfer of our stock will cease to apply, effective at the time as of which our board of directors determines that it is no longer in our best interests to continue to
qualify as a REIT. As a result, if our board of directors determines that, effective January 1, 2024, it will no longer be in our best interests to continue to qualify as a REIT, the restrictions on ownership and transfer of our stock,
including the 9.8% ownership limits, will terminate on January 1, 2024.
Investing in these securities involves risks. You should
carefully read the risk factors described in our Securities and Exchange Commission, or SEC, filings, including those described under Risk Factors in our Annual Report on
Form 10-K for the year ended December 31, 2022, or our 2022 10-K, and in our subsequently filed periodic reports incorporated by reference herein, before
investing in our securities.
Neither the SEC nor any state securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of
this prospectus is December 8, 2023.