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Greystone Housing Impact Investors LP

For the period ended Dec 31, 2025. Filed Mar 16, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 16, 2026

GHI$4.31-2.7%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 6. [Reserved]

Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations47
Item 7AQuantitative and Qualitative Disclosures About Market Risk83
Item 8Financial Statements and Supplementary Data87
Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure161
Item 9AControls and Procedures161
Item 9BOther Information162
Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections162
PART III
Item 10Directors, Executive Officers and Corporate Governance163
Item 11Executive Compensation166
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Security Holder Matters170
Item 13Certain Relationships and Related Transactions, and Director Independence171
Item 14Principal Accountant Fees and Services172
PART IV
Item 15Exhibits and Financial Statement Schedules173
SIGNATURES180

Defined Terms

The following acronyms and defined terms are used in various sections of this Report, including the Notes to Consolidated Financial Statements in Item 8 and Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7. All references to “we,” “us,” “our” and the “Partnership” in this Report mean Greystone Housing Impact Investors LP, its wholly owned subsidiaries and our consolidated VIEs.

2023 BUCs Distributions -A distribution completed on July 31, 2023 in the form of additional BUCs at a ratio of 0.00448 BUCs for each BUC outstanding as of June 30, 2023, a distribution completed on October 31, 2023 in the form of additional BUCs at a ratio of 0.00418 BUCs for each BUC outstanding as of September 29, 2023, and a distribution completed on January 31, 2024 in the form of additional BUCs at a ratio of 0.00415 BUCs for each BUC outstanding as of December 29, 2023, collectively.

2024 PFA Securitization Transaction - A securitization transaction to finance credit-enhanced custodial receipts related to 12 MRBs through the Wisconsin Public Finance Authority.

2024 PFA Securitization Bonds - Twelve MRBs associated with the 2024 PFA Securitization Transaction. Senior and residual custodial receipts were created for each of the MRBs representing partial interests in the MRBs. The senior custodial receipts were sold to the Wisconsin Public Finance Authority and cash flows from the senior custodial receipts will be used to pay debt service on the Affordable Housing Multifamily Certificates associated with the 2024 PFA Securitization Transaction. The residual custodial receipts were sold to the Wisconsin Public Finance Authority and cash flows from the residual custodial receipts will be used to pay debt service on the Affordable Housing Multifamily Certificates associated with the TEBS Residual Financing.

Acquisition LOC - A secured non-operating line of credit to finance the acquisition of Financed Assets with several financial institutions where Bankers Trust Company serves as the sole lead arranger and administrative agent.

Affordable Housing Multifamily Certificates - Senior and/or residual interests in the 2024 PFA Securitization Transaction and the TEBS Residual Refinancing.

Agent(s)- JonesTrading Institutional Services LLC and BTIG, LLC as named agents under the Sales Agreement.

AMI- Area median income, as calculated by the United States Department of Housing and Urban Development.

ASC -Accounting standards codification of the Financial Accounting Standards Board.

ASU- Accounting standards update issued by the Financial Accounting Standards Board.

Audit Committee - The audit committee of the Board of Managers of Greystone Manager, which acts as the audit committee of the Partnership.

BankUnited - BankUnited, N.A.

Barclays - Barclays Bank PLC.

Board of Managers -The Board of Managers of Greystone Manager, which acts as the directors of the Partnership.

BUC(s) - Beneficial Unit Certificate(s) representing assigned limited partnership interests of the Partnership.

BUCs Distributions - The 2023 BUCs Distributions, and the First Quarter 2024 BUCs Distribution, collectively.

BUC Holder(s) - A beneficial owner of BUCs.

CAD - Cash Available for Distribution, a non-GAAP measure reported by the Partnership.

C-PACE -Commercial Property Assessed Clean Energy.

CECL - Current expected credit losses as measured in accordance with the accounting standards codification of the Financial Accounting Standards Boards – Topic 326.

Class A TEBS Certificates -Class A Freddie Mac Multifamily Variable Rate Certificates or Class A Freddie Mac Multifamily Fixed Rate Certificates, which represent beneficial interests in the TEBS securitized assets. These are senior securities credit enhanced by Freddie Mac that are sold to unaffiliated investors and entitle the holders to cash flows from the TEBS securitized assets and are accounted for as debt financings of the Partnership.

Class B TEBS Certificates -Class B Freddie Mac Multifamily Variable Rate Certificates or Class B Freddie Mac Multifamily Fixed Rate Certificates, which represent beneficial interests in the TEBS securitized assets. These are residual interests retained by the TEBS Sponsors and grant the Partnership rights to certain cash flows from the securitized assets after payment to the Class A TEBS Certificates and related facility fees, as well as certain other rights to the TEBS securitized assets.

Committee -The Board of Managers or any such committee designated by the Board of Managers to administer the Equity Incentive Plan.

CRA -Community Reinvestment Act of 1977.

Construction Lending JV - A joint venture with BlackRock Impact Opportunities and other third-party investors to invest in loans which will finance the construction and/or rehabilitation of affordable multifamily housing properties across the United States. The Partnership is the managing member of the joint venture.

Equity Incentive Plan -The Amended and Restated Greystone Housing Impact Investors LP 2015 Equity Incentive Plan, which expired in 2025.

Fannie Mae - The Federal National Mortgage Association.

FASB - The Financial Accounting Standards Board.

FFIEC - The Federal Financial Institution Examination Council.

FHA -The Federal Housing Administration.

Financed Assets -Purchased investments funded by advances from the Acquisition LOC.

First Quarter 2024 BUCs Distribution -A distribution completed on April 30, 2024 in the form of additional BUCs at a ratio of 0.00417 BUCs for each BUC outstanding as of March 28, 2024.

Freddie Mac - The Federal Home Loan Mortgage Corporation.

GAAP - Accounting principles generally accepted in the United States of America.

General LOC -A general secured line of credit with three financial institutions where BankUnited serves as the sole lead arranger and administrative agent.

General Partner -America First Capital Associates Limited Partnership Two, which is the general partner of the Partnership.

GIL(s) - Governmental issuer loan(s).

Greens Hold Co -Greens of Pine Glen - AmFirst LP Holding Corporation, a wholly owned corporation of the Partnership.

Greystone - Greystone & Co. II LLC, collectively with its affiliates.

Greystone Manager - Greystone AF Manager LLC, which is the general partner of the General Partner.

Greystone Select -Greystone Select Incorporated, an affiliate of the Partnership.

Greystone Servicing -Greystone Servicing Company LLC, an affiliate of the Partnership.

GSE(s) -U.S. Government-sponsored entities, such as Freddie Mac and Fannie Mae.

Initial Limited Partner -Greystone ILP, Inc., a Delaware corporation.

Investment Company Act -The Investment Company Act of 1940, as amended, that is administered and enforced by the SEC.

IRC -Internal Revenue Code.

ISDA - International Swaps and Derivatives Association.

JV Equity Investment(s)- A noncontrolling equity investment in an unconsolidated entity owned by the Partnership for the development of market rate multifamily properties, which excludes the Construction Lending JV.

Leverage Ratio - An overall 80% maximum leverage level, as established by the Board of Managers of Greystone Manager.

LIHTC(s) - Low income housing tax credit(s).

Liquidation Proceeds - All cash receipts of the Partnership (other than operating income and sale proceeds) arising from the liquidation of the Partnership’s assets in the course of the dissolution of the Partnership, as defined in the Partnership Agreement.

Managers -Members of the Board of Managers of Greystone Manager.

MF Property -A multifamily, student, or senior citizen residential property owned by the Partnership.

Mizuho - Mizuho Capital Markets LLC.

MRB(s) -Mortgage revenue bond(s).

Net Interest Income - Income allocation as defined in the Partnership Agreement.

Net Residual Proceeds - Residual proceeds as defined in the Partnership Agreement.

NOLs - Net operating losses.

NYSE - New York Stock Exchange.

OBBBA - The One Big Beautiful Bill Act signed into law on July 4, 2025.

Partnership - Greystone Housing Impact Investors LP, its consolidated subsidiaries, and consolidated variable interest entities.

Partnership Agreement - Greystone Housing Impact Investors LP Second Amended and Restated Agreement of Limited Partnership dated as of December 5, 2022, as further amended.

Preferred Unit(s) -Collectively, the three series of non-cumulative, non-voting, non-convertible preferred units that represent limited partnership interests in the Partnership consisting of the Series A Preferred Units, the Series A-1 Preferred Units, and the Series B Preferred Units.

QAP -Qualified allocation plan.

Report - This Annual Report on Form 10-K for the year ended December 31, 2025, unless otherwise specified.

RUA(s) -Restricted unit awards issued under the Equity Incentive Plan.

SEC -Securities and Exchange Commission.

Sales Agreement - The Amended and Restated Capital on Demand TMSales Agreement with JonesTrading Institutional Services LLC and BTIG, LLC, as agents.

Secured Credit Agreement- The secured credit agreement executed in connection with the General LOC.

Secured Notes - Secured notes issued by ATAX TEBS Holdings, LLC to Mizuho Capital Markets LLC.

Shelf Registration Statement - The Partnership’s Registration Statement on Form S-3 for the issuance of up to $200.0 million of BUCs, Preferred Units, or debt securities, which became effective in November 2025.

SIFMA -The SIFMA Municipal Swap Index, which is an index that measures short-term tax-exempt interest rates, as calculated and reported by the Securities Industry and Financial Markets Association.

SOFR -Secured Overnight Funding Rate as published by the Federal Reserve Bank of New York.

TEBS - Tax Exempt Bond Securitization financing with Freddie Mac.

TEBS Certificates -Class A and Class B Freddie Mac Multifamily Variable Rate Certificates or Class A and Class B Freddie Mac Multifamily Fixed Rate Certificates issued pursuant to a TEBS Financing.

TEBS Financing(s) - The M24 TEBS financing, the M31 TEBS financing, the M33 TEBS financing, and the M45 TEBS financing, individually or collectively.

TEBS Residual Financing -A securitization transaction to finance the Partnership’s residual interests in the M33 and M45 TEBS financings and the residual custodial receipts associated with the 2024 PFA Securitization Bonds.

TEBS Sponsor(s) - The special purpose entities ATAX TEBS I, LLC, ATAX TEBS II, LLC, ATAX TEBS III, LLC, and ATAX TEBS IV, LLC, individually or collectively.

TEL Financing(s) -Tax Exempt Loan financing product of Freddie Mac, which can be issued as an immediate funding or forward commitment.

Tier 2 income - Net Interest Income and Net Residual Proceeds characterized as Net Interest Income (Tier 2) and Net Residual Income (Tier 2) allocated 75% to the BUCs and 25% to the General Partner in accordance with the terms of the Partnership Agreement.

TOB - Tender option bond.

Term SOFR -The one-month forward looking term Secured Overnight Financing Rate as published by CME Group Benchmark Administration Limited.

UBTI -Unrelated business taxable income under the rules of the IRC.

Unitholder(s) -Holder(s) of BUCs and/or Preferred Units.

Vantage Properties -JV Equity Investments where the Vantage development group is the managing member.

VIE(s) - Variable interest entity (entities).

WARM -The Weighted Average Remaining Maturity method loss-rate model used by the Partnership to estimate the allowance for credit losses for certain investment assets and related unfunded commitments.

Forward-Looking Statements

This Report (including, but not limited to, the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) contains forward-looking statements. All statements other than statements of historical facts contained in this Report, including statements regarding our future results of operations and financial position, business strategy and plans, and objectives of management for future operations, are forward-looking statements. When used, statements which are not historical in nature, including those containing words such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions, are intended to identify forward-looking statements. We have based forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. This Report also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves several assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties and contained in this Report, and accordingly, we cannot guarantee their accuracy or completeness. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the headings “Risk Factors” in Item 1A of this Report.

These forward-looking statements are subject, but not limited to, various risks and uncertainties, including those relating to:

defaults on the mortgage loans securing our MRBs and GILs

the competitive environment in which we operate;

risks associated with investing in multifamily, student, senior citizen residential properties and commercial properties;

general economic, geopolitical, and financial conditions, including the current and future impact of changing interest rates, inflation, and international conflicts (including the Russia-Ukraine war and conflicts in the Middle East) on business operations, employment, and financial conditions;

uncertain conditions within the domestic and international macroeconomic environment, including monetary and fiscal policy and conditions in the investment, credit, interest rate, and derivatives markets;

any effects on our business resulting from new U.S. domestic or foreign governmental trade measures, including but not limited to tariffs, import and export controls, foreign exchange intervention accomplished to offset the effects of trade policy or in response to currency volatility, and other restrictions on free trade;

adverse reactions in U.S. financial markets related to actions of foreign central banks or the economic performance of foreign economies, including in particular China, Japan, the European Union, and the United Kingdom;

the ability of the Partnership to remediate its material weakness in its internal control over financial reporting;

the general condition of the real estate markets in the regions in which we operate, which may be unfavorably impacted by pressures in the commercial real estate sector, incrementally higher unemployment rates, persistent elevated inflation levels, and other factors;

changes in interest rates and credit spreads, as well as the success of any hedging strategies we may undertake in relation to such changes, and the effect such changes may have on the relative spreads between the yield on our investments and our cost of financing;

the potential for inflationary impacts resulting from macroeconomic conditions and policy initiatives;

our ability to access debt and equity capital to finance our assets;

current maturities of our financing arrangements and our ability to renew or refinance such financing arrangements;

local, regional, national, and international economic and credit market conditions;

legislative changes to LIHTCs issued in accordance with Section 42 of the IRC and certain tax credit recapture events;

geographic concentration of properties related to our investments;

changes in the U.S. corporate tax code and other government regulations affecting our business.; and

risks related to the development and use of artificial intelligence (AI).

Other risks, uncertainties and factors could cause our actual results to differ materially from those projected in any forward-looking statements we make. We are not obligated to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise.

All references to “we,” “us,” “our” and the “Partnership” in this Report mean Greystone Housing Impact Investors LP, its wholly owned subsidiaries and our consolidated VIEs. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Report for additional details.

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