Greystone Housing Impact Investors LP

Compensation Discussion and Analysis

General

This section discusses the material elements of the compensation of the individuals who served as the Partnership’s executive officers as of December 31, 2025 and are referred to as “named executive officers.” For 2025, the Partnership’s named executive officers are Kenneth C. Rogozinski, the Chief Executive Officer, and Jesse A. Coury, the Chief Financial Officer. Mr. Rogozinski and Mr. Coury are employees, but not executive officers, of Greystone Manager. Based on the standards for determining “executive officers” set forth in Exchange Act Rule 3b-7, and consistent with the Partnership’s management structure, the Partnership has determined that Mr. Rogozinski and Mr. Coury were the only individuals who served as executive officers of the Partnership for the year ended December 31, 2025.

Under the terms of the Partnership Agreement, other than pursuant to awards under equity plans sponsored by the Partnership or its affiliates, the Partnership is not permitted to provide any compensation to executive officers of Greystone Manager, or to any limited partners of the General Partner. In this regard, the compensation of the named executive officers of the Partnership was determined exclusively by Greystone Manager. The Partnership reimbursed Greystone Manager for services provided by the Partnership’s named executive officers during 2025. Accordingly, the Partnership does not have an executive compensation program for the named executive officers that is controlled by the Partnership.

Compensation Recovery Policy

Under the Dodd–Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the SEC adopted a rule directing national securities exchanges to establish listing standards which provide that companies listed on a national securities exchange must adopt a policy providing for the recovery of incentive-based compensation in the event of an accounting restatement based on erroneous data. Under such a policy, compensation would be recovered, or “clawed back,” from any current or former executive officer of the company who received the incentive-based compensation during the three fiscal years preceding the date on which the company is required to prepare the restatement. The amount to be recovered would be the excess of the amount that would have been paid to the executive officer under the restatement. On November 7, 2023, the Partnership adopted a compensation recovery policy that incorporates the requirements of Section 10D of the Securities Exchange Act of 1934, as amended, and Rule 303A.14 of the NYSE Listed Company Manual, as mandated by the Dodd-Frank Act.

Timing of Equity Award Grants

Equity grants made to the named executive officers must be approved by the Board of Managers. During 2025, RUAs were granted to the officers of the Partnership and the Managers on February 25, 2025 and June 23, 2025. The Partnership’s Equity Incentive Plan expired in June 2025.

As part of the Partnership’s annual performance and compensation review process, the Board of Managers approves RUA grants to our named executive officers in the first fiscal quarter of the following fiscal year, after the Partnership’s fiscal year-end to which the grant relates. The Board of Managers does not grant equity awards in anticipation of the release of material nonpublic information, and the Partnership does not time the release of material nonpublic information based on equity award grant dates.

In accordance with Item 402(x) of Regulation S-K, we are providing information regarding our procedures related to the grant of RUAs close in time to the release of material non-public information. To date, the Board of Managers has not granted RUAs to officers of the Partnership, Managers, or any other individual. Although the Partnership does not have a formal policy that requires us to award equity or equity-based compensation on specific dates, as a matter of policy, the Board of Managers generally prohibits the grant of RUAs or other equity awards to executive officers of the Partnership, Managers, and any other grantee during closed quarterly trading windows (as determined in accordance with the Partnership’s insider trading policy). Our insider trading policy also prohibits Managers, officers, and employees from trading in our BUCs while in possession of or on the basis of material non-public information concerning the Partnership. The Board of Managers does not take material non-public information into account when determining the timing of equity awards, nor does the Partnership time the disclosure of material non-public information for the purpose of impacting the value of executive compensation. The Partnership generally issues equity awards to our executive officers on a limited and infrequent basis, and not in accordance with any fixed schedule. During 2025, there were no equity awards granted to any named executive officer within four business days preceding or one business day after the filing of any report of Forms 10-K, 10-Q, or 8-K that disclosed material nonpublic information.

Compensation Information for Named Executive Officers

Set forth below is information about all compensation paid by the Partnership, pursuant to awards under equity plans sponsored by the Partnership or its affiliates, to the named executive officers for the years indicated.

Compensation Committee Report

The Partnership does not have a separate compensation committee. We, as the Board of Managers of Greystone Manager, have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on this review and discussion with management, we have recommended that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the year ended December 31, 2025.

Respectfully Submitted,

Stephen Rosenberg, Chairman

Jeffrey M. Baevsky

Drew C. Fletcher

W. Kimball Griffith

Robert K. Jacobsen

Steven C. Lilly

Deborah A. Wilson

Alfonso Costa Jr.

Summary Compensation Table for 2025

The following table sets forth information regarding compensation paid by the Partnership, pursuant to awards under equity plans sponsored by the Partnership or its affiliates, to the Partnership’s named executive officers for the years ended December 31, 2025, 2024, and 2023.

(1)

This column reflects grants of RUAs under the Equity Incentive Plan. The Equity Incentive Plan permitted the grant of RUAs and other awards to the employees of Greystone Manager, the Partnership, or any affiliate of either, and to members of the Board of Managers for up to 1 million BUCs. RUAs are generally granted with vesting conditions ranging from three months to up to four and a half years. RUAs granted to executive officers during 2025 and 2024 provide for the payment of distributions during the restriction period. The RUAs also provide for accelerated vesting if there is a change in control related to the Partnership, the General Partner, or Greystone Manager. The value of the RUAs granted to the named executive officers in the table above represents the aggregate grant date fair value of each award computed in accordance with FASB ASC Topic 718. The values were computed by multiplying the number of units underlying the unit award by the closing price of the Partnership’s BUCs on the NYSE on the grant date. The Partnership awarded the named executive officers a total of 44,877 RUAs on February 25, 2025 with a grant date fair value of $12.36 per unit and a total of 70,184 RUAs on June 23, 2025 with a grant date fair value of $12.18 per unit.

Grants of Plan-Based Awards Table for 2025

(1)

For each award with a grant date of February 25, 2025 disclosed in this column, one-third of the aggregate number of RUAs vest on each of November 30, 2025, 2026, and 2027. For each award with a grant date of June 23, 2025 disclosed in this column, one-fourth of the aggregate number of RUAs vest on each of November 30, 2026, 2027, 2028, and 2029.

(2)

The amounts reflected in this column show the grant date fair value of the RUAs calculated in accordance with FASB ASC Topic 718. The grant date fair value was computed by multiplying the number of units underlying the unit award by the closing price per Unit of the Partnership’s BUCs on the NYSE on the grant date.

Amended and Restated 2015 Equity Incentive Plan

On June 24, 2015, the Board of Managers of the then current general partner of the Partnership’s General Partner approved the America First Multifamily Investors, L.P. 2015 Equity Incentive Plan, which was subsequently approved by the Partnership’s BUC holders on September 15, 2015. On December 5, 2022, the Board of Managers approved the Amended and Restated Greystone Housing Impact Investors LP 2015 Equity Incentive Plan, which made certain administrative updates and replaced the original plan in its entirety. These administrative updates did not require approval by the Partnership’s BUC holders.

The Partnership’s Equity Incentive Plan expired in June 2025. The purpose of the Equity Incentive Plan was to promote the interests of the Partnership and its Unitholders by providing incentive compensation awards that encourage superior performance. The Equity Incentive Plan was also intended to attract and retain the services of individuals who are essential for the Partnership’s growth and profitability and to encourage those individuals to devote their best efforts to advancing the Partnership’s business.

The maximum number of BUCs allowed with respect to awards under the Equity Incentive Plan was 1,000,000. All BUCs available under the Equity Incentive Plan were awarded prior to expiration. The outstanding awards granted under the Equity Incentive Plan are generally administered by the Board of Managers

The effective date of the Equity Incentive Plan was June 24, 2015 and the Equity Incentive Plan expired upon the tenth anniversary of the effective date, which was June 24, 2025.

RUAs granted under the Equity Incentive Plan totaled 329,584, 109,581, and 105,274 for the years ended December 31, 2025, 2024, and 2023, respectively. No other types of awards have been granted under the Equity Incentive Plan as of December 31, 2025. The Equity Incentive Plan expired on June 24, 2025 and there are no BUCs available for future issuance.

Outstanding Equity Awards at Fiscal Year-End 2025

(1)

Represents RUAs granted under the Equity Incentive Plan. Mr. Rogozinski’s outstanding RUAs will vest 25,003 units on November 30, 2026, 17,753 units on November 30, 2027, 9,586 units on November 30, 2028, and 9,586 units on November 30, 2029.

Mr. Coury’s outstanding RUAs will vest 20,782 units on November 30, 2026, 14,752 units on November 30, 2027, 7,960 units on November 30, 2028, and 7,960 units on November 30, 2029.

(2)

The market value of the RUAs set forth in this column was computed by multiplying $6.89, the closing market price of the BUCs on December 31, 2025, by the number of RUAs.

Units Vested Table For 2025

(1)

The value was computed by multiplying the number of units vested by the closing price of the BUCs on the last trading day before the vesting date.

CEO Pay Ratio Disclosure

Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K require disclosures pertaining to the relationship of annual total compensation of employees of the registrant and its principal executive officer (“CEO Pay Ratio”). The term “employees” within the rule includes full-time, part-time, seasonal, and temporary employees employed by the registrant or any of its consolidated subsidiaries. Item 402(u) affords the Partnership flexibility in selecting the methodology for determining the CEO Pay Ratio, including widely recognized legal tests such as U.S. federal income tax laws. Based on the methodology employed, the Partnership and its consolidated subsidiaries are not considered to have any employees. Accordingly, the pay ratio disclosures are not applicable to the Partnership.

Manager Compensation for 2025

The Board of Managers effectively acts as the Partnership’s board of directors. Although Greystone Manager is not a public company and its securities are not listed on any stock market or otherwise publicly traded, its Board of Managers is constituted in a manner that complies with rules of the SEC and the NYSE related to public companies with securities listed on the NYSE in order for the Partnership and its BUCs to comply with the rules applicable to registrants that are limited partnerships. The Partnership did not pay any other compensation of any nature to any of the Managers and did not reimburse Greystone Manager for any other amounts representing compensation to its Board of Managers, other than what is disclosed in the table below.

The following table sets forth the total compensation paid to the members of the Board of Managers for the year ended December 31, 2025 for their services to the Partnership.

(1)

Refers to RUAs granted under the Equity Incentive Plan. The value of RUAs granted to Managers in the table above represents the aggregate grant date fair value of each award computed in accordance with FASB ASC Topic 718. The value was computed by multiplying the number of units underlying the unit award by the closing price of the Partnership’s BUCs on the NYSE on the grant date. The Partnership awarded the Managers a total of 29,725 RUAs on February 25, 2025, with a grant date fair value of $12.36 per unit and a total of 42,102 RUAs on June 23, 2025, with a grant date fair value of $12.18 per unit.

(2)

The individual held 10,659 outstanding and unvested restricted units awards as of December 31, 2025.

(3)

The individual held 6,270 outstanding and unvested restricted units awards as of December 31, 2025.

(4)

The individual held 5,376 outstanding and unvested restricted units awards as of December 31, 2025.

Compensation Committee Interlocks and Insider Participation

Since we do not have a standing compensation committee, governance and compensation decisions are made by the entire Board of Managers. The members of the Board of Managers are disclosed above under the caption “Item 10. Directors, Executive Officers and Corporate Governance.” During the year ended December 31, 2025, none of our executive officers served as a director or member of a compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served as a manager or member of the Board of Managers.