As disclosed in Item 3.03 above, effective July 2, 2024, the Company changed its state of incorporation from Maryland to Delaware pursuant to the Plan of Conversion. As of that date, the rights of the Company’s stockholders began to be governed by Delaware corporation laws, the Certificate of Incorporation, and the Bylaws. The Certificate of Incorporation and the Bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference. Certain rights of the Company’s stockholders were changed as a result of the Reincorporation. A more detailed description of the Certificate of Incorporation and Bylaws, and the changes in rights of the Company’s stockholders as a result of the Reincorporation, is set forth in the Company’s Definitive Proxy Statement, which description is incorporated herein by reference.
As disclosed in Item 3.03, upon effectiveness of the Reincorporation, pursuant to the Certificate of Incorporation, the Company’s name was changed from Hannon Armstrong Sustainable Infrastructure Capital, Inc. to HA Sustainable Infrastructure Capital, Inc. (the “Name Change”).