Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant


Check the appropriate box:
¨			Preliminary Proxy Statement
¨			Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
¨			Definitive Proxy Statement
☑			Definitive Additional Materials
¨			Soliciting Material Pursuant to §240.14a-12

Hannon Armstrong Sustainable

Infrastructure Capital, Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check all boxes that apply):
☑			No fee required
¨			Fee paid previously with preliminary materials
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Due to a printing error by the independent proxy distribution agent, you may have received, or will receive, an incorrect notice (the "Meeting Notice") of the annual meeting of stockholders of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the "Company") to be held on June 6, 2024. In the Meeting Notice, the language of Proposal 4 incorrectly stated the proposed name of the Company following its proposed conversion from a Maryland corporation to a Delaware corporation.

The correct language of Proposal 4 should state: “The conversion of the Company from a Maryland corporation to a Delaware corporation under the name “HA Sustainable Infrastructure Capital, Inc.” in accordance with the Plan of Conversion attached to the proxy statement”. The corrected Meeting Notice is attached. The Company regrets any inconvenience or confusion caused by the distribution of the incorrect Meeting Notice.