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Greystone Housing Impact Investors LP

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

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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$3.99-7.4%Stored close · as of Nov 10, 2026

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Item 8. Financial Statements and Supplementary Data

Report of Independent Regist ered Public Accounting Firm

Board of Managers of Greystone AF Manager LLC and Partners

Greystone Housing Impact Investors LP

Opinion on the financial statements

We have audited the accompanying consolidated balance sheet of Greystone Housing Impact Investors LP and subsidiaries (the “Partnership”) as of December 31, 2025, the related consolidated statements of operations, comprehensive income (loss), partners’ capital, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

The consolidated financial statements of the Partnership as of December 31, 2024 and for each of the two years in the period then ended were audited by other auditors. Those auditors expressed an unqualified opinion on those financial statements in their report dated February 20, 2025.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Partnership’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 16, 2026 expressed an adverse opinion.

Basis for opinion

These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Fair value of Mortgage Revenue Bonds

As described further in Notes 4, 9, and 21 to the consolidated financial statements, the Partnership invests in mortgage revenue bonds and taxable mortgage revenue bonds (collectively referred to as “Mortgage Revenue Bonds” or “MRBs”), which are carried at estimated fair value. Management determines the estimated fair value of MRBs based upon prices obtained from third-party pricing services. The valuation methodology utilized by the third-party pricing services considers the underlying characteristics of each MRB as well as other quantitative and qualitative characteristics to establish the effective yield for each MRB. The effective yield for each MRB is then applied to contractual cash flows in a discounted cash flow analysis to provide an estimate of fair value of each MRB. We identified the fair value of Mortgage Revenue Bonds as a critical audit matter.

The principal consideration for our determination that the fair value of Mortgage Revenue Bonds is a critical audit matter is that the fair value estimate of MRBs incorporates significant unobservable inputs that required use of management’s judgments. Evaluating the reasonableness of management’s judgments required complex auditor judgment, including the assistance of those with specialized skills and knowledge.

Our audit procedures related to the fair value of the Mortgage Revenue Bonds included the following, among others.

We tested the design and operating effectiveness of management’s review control over the third-party pricing service’s methodology for establishing the effective yield used in estimating the fair value of the MRBs.

With the assistance of professionals with specialized skills and knowledge, we developed an independent estimate of fair value for the MRBs and compared our estimates to management’s estimated fair value for reasonableness.

/s/GRANT THORNTON LLP

We have served as the Partnership’s auditor since 2025

Philadelphia, Pennsylvania

March 16, 2026

Board of Managers of Greystone AF Manager LLC and Partners

Greystone Housing Impact Investors LP

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Greystone Housing Impact Investors LP and subsidiaries (the “Partnership”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, because of the effect of the material weakness described in the following paragraphs on the achievement of the objectives of the control criteria, the Partnership has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment.

Specifically, the material weakness related to the operating effectiveness of quarterly controls for recording preferred return investment income, the Partnership’s proportionate share of earnings (losses) from investments in unconsolidated entities, and the capitalization of interest costs as a basis difference related to equity method investees that are undergoing development activities.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Partnership as of and for the year ended December 31, 2025. The material weakness identified above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated March 16, 2026, which expressed an unqualified opinion on those financial statements.

Basis for opinion

The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania

March 16, 2026

To the Board of Managers of Greystone AF Manager LLC and Partners of Greystone Housing Impact Investors LP

Opinion on the Financial Statements

We have audited the consolidated balance sheet of Greystone Housing Impact Investors LP and its subsidiaries (the "Partnership") as of December 31, 2024, and the related consolidated statements of operations, of comprehensive income (loss), of partners' capital and of cash flows for each of the two years in the period ended December 31, 2024, including the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Chicago, Illinois

February 20, 2025

We served as the Partnership’s auditor from 2016 to 2025.

December 31, 2025December 31, 2024
Assets:
Cash and cash equivalents$39,502,187$14,703,198
Restricted cash15,383,78216,602,473
Interest receivable, net7,276,7817,446,307
Mortgage revenue bonds, at fair value (Note 4)1,007,904,3861,026,483,796
Governmental issuer loans
Governmental issuer loans (Note 5)138,757,835226,202,222
Allowance for credit losses (Note 10)(609,000)(1,038,000)
Governmental issuer loans, net138,148,835225,164,222
Property loans
Property loans (Note 6)53,599,22757,064,611
Allowance for credit losses (Note 10)(3,477,134)(1,930,000)
Property loans, net50,122,09355,134,611
Investments in unconsolidated entities (Note 7)146,299,844179,409,869
Real estate assets (Note 8)3,622,5744,906,264
Other assets (Note 9)94,626,79649,849,420
Total Assets (1)$1,502,887,278$1,579,700,160
Liabilities:
Accounts payable, accrued expenses and other liabilities (Note 11)$21,134,155$23,480,768
Distribution payable5,946,5478,996,978
Secured lines of credit (Note 12)80,850,00068,852,000
Debt financing, net (Note 13)1,015,095,4231,093,273,157
Mortgages payable, net (Note 14)231,6791,664,347
Total Liabilities (1)1,123,257,8041,196,267,250
Commitments and Contingencies (Note 16)
Redeemable Preferred Units, $102.5 million and $77.5 million redemption value, 10.3 million and 7.8 million issued and outstanding, respectively (Note 17)102,410,50777,406,144
Partnersʼ Capital:
General Partner (Note 1)-98,621
Beneficial Unit Certificates (Note 1)277,218,967305,928,145
Total Partnersʼ Capital277,218,967306,026,766
Total Liabilities and Partnersʼ Capital$1,502,887,278$1,579,700,160

(1)

The consolidated balance sheets include assets of consolidated VIEs that can only be used to settle obligations of these VIEs that totaled$1,246,799,233 and$1,332,121,374 as of December 31, 2025 and 2024, respectively. The consolidated balance sheets include liabilities of the consolidated VIEs for which creditors do not have recourse to the general credit of the Partnership that totaled$331,318,784 and$370,876,249 as of December 31, 2025 and 2024, respectively. See Note 3 - Variable Interest Entities for further detail.

CONSOLIDATED STATEM ENTS OF OPERATIONS

For the Years Ended December 31,
2025 · 2024 · 2023
Revenues:
Investment income$71,429,591$80,976,706$82,266,198
Other interest income11,684,3319,509,30717,756,044
Property revenues--4,567,506
Contingent interest income208,059--
Other income2,067,785785,386310,916
Total revenues85,389,76691,271,399104,900,664
Expenses:
Real estate operating--2,663,868
Provision for credit losses (Note 10)9,807,134(1,036,308)(2,347,000)
Depreciation8,96523,8671,537,448
Interest expense50,391,37360,032,00769,066,763
Net result from derivative transactions (Note 15)3,646,448(8,495,426)(7,371,584)
General and administrative18,978,49319,652,62220,399,489
Total expenses82,832,41370,176,76283,948,984
Other income:
Gain on sale of real estate assets3,017,41063,73910,363,363
Gain on sale of mortgage revenue bond-2,220,254-
Gain on sale of investments in unconsolidated entities185,963117,84422,725,398
Earnings (losses) from investments in unconsolidated entities(12,546,923)(2,140,694)(17,879)
Income (loss) before income taxes(6,786,197)21,355,78054,022,562
Income tax expense827,54832,44710,866
Net income (loss)(7,613,745)21,323,33354,011,696
Redeemable Preferred Unit distributions and accretion(3,916,050)(2,991,671)(2,868,578)
Net income (loss) available to Partners$(11,529,795)$18,331,662$51,143,118
Net income (loss) available to Partners allocated to:
General Partner$157,970$479,602$3,589,447
Limited Partners - BUCs(12,047,580)17,587,20547,209,260
Limited Partners - Restricted units359,815264,855344,411
$(11,529,795)$18,331,662$51,143,118
BUC holders' interest in net income (loss) per BUC, basic and diluted$(0.52)$0.76*$2.06**
Weighted average number of BUCs outstanding, basic23,179,52123,071,141*22,929,966**
Weighted average number of BUCs outstanding, diluted23,179,52123,071,141*22,929,966**

*The amounts indicated in the Consolidated Statements of Operations have been adjusted to reflect the First Quarter 2024 BUCs Distribution on a retroactive basis.

**The amounts indicated in the Consolidated Statements of Operations have been adjusted to reflect the BUCs Distributions on a retroactive basis.

For the Years Ended December 31,
202520242023
Net income (loss)$(7,613,745)$21,323,333$54,011,696
Reclassification of gain on sale of mortgage revenue bond to net income-(2,220,254)-
Unrealized gains (losses) on securities6,494,205(27,262,557)15,757,801
Unrealized gains (losses) on bond purchase commitments3,323,510(197,788)98,859
Comprehensive income (loss)$2,203,970$(8,357,266)$69,868,356

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

General Partner · # of BUCs -Restricted andUnrestricted · BUCs- Restricted andUnrestricted · Total · Accumulated OtherComprehensiveIncome (Loss)
Balance as of January 1, 2023$285,57123,011,517*$323,669,946$323,955,517$43,748,239
Cumulative effect of accounting change (Note 2)(59,490)-(5,889,510)(5,949,000)-
Distributions paid or accrued ($1.46 per BUC):*
Regular distribution(202,107)-(20,008,590)(20,210,697)-
Distribution of Tier 2 income (Note 23)(3,248,148)-(9,744,443)(12,992,591)-
Distribution of Tier 3 income (Note 23)--(4,020,578)(4,020,578)-
Cash paid in lieu of fractional BUCs--(6,202)(6,202)-
Net income allocable to Partners3,589,447-47,553,67151,143,118-
Rounding of BUCs related to BUCs Distributions(377)*
Restricted units awarded-105,274*---
Restricted unit compensation expense20,137-1,993,5992,013,736-
BUCs surrendered to pay tax withholding on vested restricted units-(28,146)*(483,255)(483,255)-
Unrealized gains on securities157,578-15,600,22315,757,80115,757,801
Unrealized gains on bond purchase commitments989-97,87098,85998,859
Balance as of December 31, 2023$543,97723,088,268*$348,762,731$349,306,708$59,604,899
Distributions paid or accrued ($1.478 per BUC):**
Regular distribution(337,209)-(33,383,727)(33,720,936)-
Distribution of Tier 2 income (Note 23)(309,858)-(929,573)(1,239,431)-
Distribution of Tier 3 income (Note 23)--(117,844)(117,844)-
Cash paid in lieu of fractional BUCs--(3,468)(3,468)-
Net income allocable to Partners479,602-17,852,06018,331,662-
Rounding of BUCs related to BUCs Distributions-(209)**---
Sale of BUCs, net of issuance costs-92,802**1,493,9521,493,952-
Restricted units awarded-109,581**---
Restricted unit compensation expense18,916-1,872,7171,891,633-
BUCs surrendered to pay tax withholding on vested restricted units-(19,757)**(234,911)(234,911)-
Unrealized losses on securities(272,626)-(26,989,931)(27,262,557)(27,262,557)
Unrealized losses on bond purchase commitments(1,978)-(195,810)(197,788)(197,788)
Reclassification of gain on sale of mortgage revenue bond to net income(22,203)-(2,198,051)(2,220,254)(2,220,254)
Balance as of December 31, 2024$98,62123,270,685**$305,928,145$306,026,766$29,924,300
Distributions paid or accrued ($1.22 per BUC):
Regular distribution(286,791)-(28,392,288)(28,679,079)-
Distribution of Tier 2 income (Note 23)(89,159)-(267,477)(356,636)-
Distribution of Tier 3 income (Note 23)--(37,385)(37,385)-
Net income (loss) allocable to Partners157,970-(11,687,765)(11,529,795)-
Restricted units awarded-329,584---
Restricted units forfeited-(17,816)---
Restricted unit compensation expense21,182-2,096,9972,118,179-
BUCs surrendered to pay tax withholding on vested restricted units-(19,943)(140,798)(140,798)-
Unrealized gains on securities64,942-6,429,2636,494,2056,494,205
Unrealized gains on bond purchase commitments33,235-3,290,2753,323,5103,323,510
Balance as of December 31, 2025-23,562,510277,218,967277,218,96739,742,015
  • The amounts indicated in the Consolidated Statements of Partners' Capital have been adjusted to reflect the BUCs Distributions on a retroactive basis.

** The amounts indicated in the Consolidated Statements of Partners' Capital have been adjusted to reflect the First Quarter 2024 BUCs Distribution on a retroactive basis.

For the Years Ended December 31,
202520242023
Cash flows from operating activities:
Net income (loss)$(7,613,745)$21,323,333$54,011,696
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation expense8,96523,8671,537,448
Amortization of deferred financing costs1,461,4721,653,8052,461,713
Gain on sale of investments in unconsolidated entities(185,963)(117,844)(22,725,398)
(Earnings) losses from investments in unconsolidated entities12,546,9232,140,69417,879
Gain on sale of real estate assets(3,017,410)(63,739)(10,363,363)
Gain on sale of mortgage revenue bonds-(2,220,254)-
Contingent interest realized on investing activities(208,059)--
Provision for credit losses9,807,134(1,036,308)(2,347,000)
Adjustment of prior credit loss40,073(69,000)(68,812)
(Gains) losses on derivative instruments, net of cash paid6,876,343(1,822,085)2,981,469
Restricted unit compensation expense2,118,1791,891,6332,013,736
Bond premium, discount and acquisition fee amortization218,557(1,229,054)(212,071)
Debt premium amortization(40,285)(40,456)(40,556)
Deferred income tax expense & income tax payable/receivable804,277110,71610,041
Change in preferred return receivable from unconsolidated entities, net13,251,195(4,668,588)(6,452,903)
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable(164,273)819,5942,447,913
(Increase) decrease in other assets(263,018)492,341777,209
Increase (decrease) in accounts payable, accrued expenses and other liabilities1,894,198805,522887,758
Net cash provided by operating activities37,534,56317,994,17724,936,759
Cash flows from investing activities:
Advances on mortgage revenue bonds(57,972,100)(259,657,385)(141,135,222)
Advances on taxable mortgage revenue bonds(16,323,250)(17,527,000)(13,319,875)
Advances on governmental issuer loans(47,978,207)(51,342,328)(67,352,488)
Advances on taxable governmental issuer loans(44,421,793)(11,157,672)(5,573,000)
Advances on property loans(7,715,133)(15,568,741)(48,564,543)
Contributions to unconsolidated entities(19,088,921)(40,228,729)(34,747,495)
Capitalized interest related to unconsolidated entities(4,438,571)--
Proceeds from sale of land held for development1,283,690-441,714
Capital expenditures--(798,141)
Proceeds from sale of the Suites on Paseo MF Property-63,73940,023,137
Proceeds from sale of mortgage revenue bonds-108,841,836-
Proceeds from sale of investments in unconsolidated entities24,176,514117,84444,042,573
Return of investments in unconsolidated entities6,848,848--
Principal payments received on mortgage revenue bonds and contingent interest73,659,71529,025,14527,286,523
Principal payments received on governmental issuer loans128,922,59448,087,406144,635,623
Proceeds from sale of governmental issuer loan to Construction Lending JV6,500,000--
Principal payments received on taxable mortgage revenue bonds793,84912,512,6617,011,575
Principal payments received on taxable governmental issuer loans12,700,00010,573,000-
Proceeds from sale of taxable governmental issuer loan to Construction Lending JV1,000,000--
Principal payments received on property loans8,386,00081,060,334101,613,050
Net cash provided by (used in) investing activities66,333,235(105,199,890)53,563,431
Cash flows from financing activities:
Distributions paid(35,661,450)(37,521,735)(42,479,453)
Proceeds from the sale of BUCs-1,532,484-
Payment of offering costs related to the sale of BUCs-(30,662)-
Payment of tax withholding related to restricted unit awards(140,798)(234,911)(483,255)
Proceeds from debt financing105,160,000344,740,097331,772,000
Principal payments on debt financing(184,336,851)(264,483,152)(375,218,521)
Principal borrowing on mortgages payable--25,000,000
Principal payments on mortgages payable(1,432,668)(25,653)(25,000,000)
Principal borrowing on secured lines of credit57,000,000138,727,000136,100,000
Principal payments on secured lines of credit(45,002,000)(103,275,000)(158,200,000)
Proceeds upon issuance of redeemable Preferred Units25,000,0005,000,00018,000,000
Decrease in security deposit liability related to restricted cash--(51,393)
Payment upon redemption of redeemable Preferred Units-(10,000,000)(30,000,000)
Debt financing and other deferred costs paid(873,733)(3,651,230)(2,842,678)
Net cash provided by (used in) financing activities(80,287,500)70,777,238(123,403,300)
Net increase (decrease) in cash, cash equivalents and restricted cash23,580,298(16,428,475)(44,903,110)
Cash, cash equivalents and restricted cash at beginning of period31,305,67147,734,14692,637,256
Cash, cash equivalents and restricted cash at end of period$54,885,969$31,305,671$47,734,146
Supplemental disclosure of cash flow information:
Cash paid during the period for interest$51,263,149$52,111,065$55,981,857
Cash paid during the period for income taxes54,6868,841-
Supplemental disclosure of noncash investing and financing activities:
Distributions declared but not paid for BUCs and General Partner$5,946,547$8,996,978$8,584,292
Distributions declared but not paid for Preferred Units1,089,722735,938618,750
Non-cash net adjustments related to 50/50 MF Property sale (Note 2)5,811,927--
Exchange of redeemable Preferred Units-17,500,0007,000,000
Deferred financing costs financed through accounts payable42,01751,92695,149
Capital expenditures financed through accounts payable-190,124-
Non-cash contribution to unconsolidated entity--997,062

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the total of such amounts shown in the consolidated statements of cash flows:

December 31, 2025December 31, 2024December 31, 2023
Cash and cash equivalents$39,502,187$14,703,198$37,918,237
Restricted cash15,383,78216,602,4739,815,909
Total cash, cash equivalents and restricted cash$54,885,969$31,305,671$47,734,146

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

  1. Basis of Presentation

The Partnership was formed on April 2, 1998, under the Delaware Revised Uniform Limited Partnership Act for the purpose of acquiring, holding, selling and otherwise dealing with a portfolio of MRBs that have been issued to provide construction and/or permanent financing for affordable multifamily and student housing residential properties and commercial properties. The Partnership has also invested in GILs, which, similar to MRBs, provide financing for affordable multifamily properties. The Partnership expects and believes the interest earned on these MRBs and GILs is excludable from gross income for federal income tax purposes. The Partnership may also invest in other types of securities, including taxable MRBs and taxable GILs secured by real estate and may make property loans to multifamily residential properties which may or may not be financed by MRBs or GILs held by the Partnership and may or may not be secured by real estate. The Partnership also makes noncontrolling equity investments in unconsolidated entities for the construction, stabilization, and ultimate sale of market-rate multifamily properties. In addition, the Partnership may acquire and hold interests in MF Properties until the “highest and best use” can be determined by management.

The Partnership has issued BUCs representing assigned limited partnership interests to investors. The Partnership has designated 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. The outstanding Preferred Units are redeemable in the future at the option of either the holders or the Partnership (Note 17).

On December 5, 2022, America First Capital Associates Limited Partnership Two, in its capacity as the General Partner of the Partnership, and Greystone ILP, Inc., in its capacity as the initial limited partner of the Partnership, entered into the Partnership Agreement. Mortgage investments, as defined in the Partnership Agreement, consist of MRBs, taxable MRBs, GILs, taxable GILs and property loans. The Partnership Agreement authorizes the Partnership to make investments in tax-exempt securities other than mortgage investments provided that the tax-exempt investments are rated inone of thefour highest rating categories by a national securities rating agency. The Partnership Agreement also allows the Partnership to invest in other securities whose interest may be taxable for federal income tax purposes. Total tax-exempt investments and other investments cannot exceed 25% of the Partnership's total assets at the time of acquisition as required under the Partnership Agreement. Tax-exempt investments and other investments primarily consist of real estate assets and investments in unconsolidated entities. In addition, the amount of other investments is limited based on the conditions to the exemption from registration under the Investment Company Act of 1940.

The General Partner is the sole general partner of the Partnership. Greystone Manager, the general partner of the General Partner, is an affiliate of Greystone.

All disclosures of the number of rental units for properties related to MRBs, GILs, property loans and MF Properties are unaudited.

  1. Summary of Significant Accounting Policies

Consolidation

The “Partnership,” as used herein, includes Greystone Housing Impact Investors LP, its consolidated subsidiaries and consolidated variable interest entities (Note 3). All intercompany transactions are eliminated. The consolidated subsidiaries of the Partnership for the periods presented consist of:

ATAX TEBS I, LLC, a special purpose entity owned and controlled by the Partnership, created to hold MRBs to facilitate the M24 TEBS Financing with Freddie Mac;

ATAX TEBS II, LLC, a special purpose entity owned and controlled by the Partnership, created to hold MRBs to facilitate the M31 TEBS Financing with Freddie Mac, and subsequently, to facilitate the 2024 PFA Securitization Transaction;

ATAX TEBS III, LLC, a special purpose entity owned and controlled by the Partnership, created to hold MRBs to facilitate the M33 TEBS Financing with Freddie Mac;

ATAX TEBS IV, LLC, a special purpose entity owned and controlled by the Partnership, created to hold MRBs to facilitate the M45 TEBS Financing with Freddie Mac;

ATAX TEBS Holdings, LLC, a wholly owned subsidiary of the Partnership, which had issued Secured Notes to Mizuho;

ATAX Vantage Holdings, LLC, a wholly owned subsidiary of the Partnership, which is committed to provide equity for the development of multifamily properties;

ATAX Freestone Holdings, LLC, a wholly owned subsidiary of the Partnership, which is committed to provide equity for the development of multifamily properties;

ATAX Senior Housing Holdings I, LLC, a wholly owned subsidiary of the Partnership, which is committed to provide equity for the development of seniors housing properties;

ATAX Great Hill Holdings, LLC, a wholly owned subsidiary of the Partnership, which is committed to provide equity for the development of multifamily properties;

GHI-BIO AC Debt JV MM, LLC, a wholly owned subsidiary of the Partnership, which will manage and is committed to provide capital to the Construction Lending JV;

Greens Hold Co, a wholly owned corporation, which owns certain property loans, land held for development, and previously owned 100% of The 50/50 MF Property, a prior real estate asset; and

Lindo Paseo LLC, a wholly owned limited liability company, which previously owned 100% of the Suites on Paseo MF Property.

Use of Estimates in Preparation of Consolidated Financial Statements

The preparation of financial statements in conformity with GAAP requires the Partnership to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates and assumptions include those used in determining: (i) the fair value of MRBs and taxable MRBs; (ii) investment impairments; and (iii) allowances for credit losses.

Risks and Uncertainties

The Federal Reserve reduced the federal funds rate by 75 basis points from September to December 2025 to a target range of 3.50-3.75%. The Federal Reserve has stated it will continue to monitor employment and inflation data in determining future rate targets, consistent with its dual mandate. More specifically, the Federal Reserve has stated that economic activity is expanding at a solid pace, inflation remains somewhat elevated, and uncertainty about the economic outlook remains elevated. The Federal Reserve stated it will continue to evaluate incoming data, the evolving outlook, and the balance of risks in determining future rate decisions. In addition, geopolitical conflicts, changing global trade and tariff policies, and uncertainty regarding the effects of these matters on U.S. and international macroeconomic conditions continue to impact the general global economic environment. Though fixed income markets have been relatively stable in recent months, these on-going factors could lead to volatility, which may impact the value of some of the Partnership’s investment assets, particularly those with fixed interest rates, and which may result in collateral posting requirements under our debt financing arrangements. In addition, changes in short-term interest rates will directly impact the interest cost associated with the Partnership’s variable rate debt financing arrangements and for construction debt of properties underlying our investments in unconsolidated entities. The extent to which general economic, geopolitical, and financial conditions will impact the Partnership’s financial condition or results of operations in the future is uncertain and actual results and outcomes could differ from current estimates.

While inflationary pressures have moderated in the United States since the third quarter of 2023, any resurgence in inflation may adversely impact operating expenses at properties securing the Partnership’s inve stments and general operations, which may reduce net operating results of the related properties and result in lower debt service coverage or higher than anticipated capitalized interest requirements for properties under construction. Such occurrences may negatively impact the value of the Partnership’s investments. Elevated levels of general and administrative expenses of the Partnership may adversely affect the Partnership’s operating results, including a reduction in net income.

Furthe rmore, the potential for an economic recession either globally or locally in the U.S. or other economies could further impact the valuation of our investment assets, limit the Partnership’s ability to obtain additional debt financing from lenders, and limit opportunities for additional investments.

Variable Interest Entities

Under the accounting guidance for consolidation, the Partnership evaluates entities in which it holds a variable interest to determine if the entities are VIEs and if the Partnership is the primary beneficiary. The entity that is deemed to have: (1) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance; and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE, is considered the primary beneficiary. If the Partnership is deemed to be the primary beneficiary, then it will consolidate the VIEs in its consolidated financial statements. The Partnership has consolidated all VIEs in which it has determined it is the primary beneficiary. In the Partnership’s consolidated financial statements, all transactions and accounts between the Partnership and the consolidated VIEs have been eliminated in consolidation.

The Partnership re-evaluates its accounting for VIEs at each reporting date based on events and circumstances at the VIEs. As a result, changes to the consolidated VIEs may occur in the future based on changes in circumstances. The accounting guidance on consolidations is complex and requires significant analysis and judgment.

The Partnership does not believe that the consolidation of VIEs for reporting under GAAP impacts its status as a partnership for federal income tax purposes or the status of Unitholders as partners of the Partnership. In addition, the consolidation of VIEs is not expected to impact the treatment of the MRBs, GILs and property loans owned by consolidated VIEs, the tax-exempt nature of the interest payments on secured debt financings, or the manner in which the Partnership’s income is reported to Unitholders on IRS Schedule K-1.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid securities and investments in securities with maturities of three months or less when purchased.

Concentration of Credit Risk

The Partnership maintains the majority of its unrestricted cash balances at three financial institutions. The balances insured by the Federal Deposit Insurance Corporation are equal to $250,000 at each institution. At various times the cash balances have exceeded the $250,000 limit. The Partnership may from time to time invest in short-term investment grade securities and certificates of deposit with original maturities of 90 days or less. The Partnership is exposed to risk on its short-term investments in the event of non-performance by counterparties, though such risk is minimal and the Partnership does not anticipate any non-performance.

Restricted Cash

Restricted cash is legally restricted as to its use. The Partnership has been required to maintain, at times, restricted cash collateral related to one secured line of credit (Note 12), mark-to-market provisions in the ISDA master agreement with Mizuho (Note 13), certain balances for the TEBS Financing facilities (Note 13), resident security deposits, and various escrowed funds. Restricted cash is presented with cash and cash equivalents in the consolidated statements of cash flows.

Investments in Mortgage Revenue Bonds and Taxable Mortgage Revenue Bonds

The Partnership accounts for its investments in MRBs and taxable MRBs under the accounting guidance for certain investments in debt and equity securities. The Partnership’s investments in these instruments are classified as available-for-sale debt securities and are reported at estimated fair value. The net unrealized gains or losses on these investments are reflected on the Partnership’s consolidated statements of comprehensive income. Unrealized gains and losses do not affect the cash flow of the bonds, distributions to Unitholders, or the characterization of the interest income. See Note 21 for a description of the Partnership’s methodology for estimating the fair value of MRBs and taxable MRBs.

The Partnership reports taxable MRBs within "Other assets" on the consolidated balance sheets. The Partnership reports interest receivables for MRBs and taxable MRBs separately from the reported fair value within “Interest receivable, net” on the consolidated balance sheets.

Investments in Governmental Issuer Loans and Taxable Governmental Issuer Loans

The Partnership accounts for its investment in GILs and taxable GILs under the accounting guidance for certain investments in debt and equity securities. The Partnership’s investments in these instruments are classified as held-to-maturity debt securities and are reported at amortized cost, which is net of unamortized loan acquisition costs, discounts, and allowance for credit losses. The Partnership evaluates its outstanding principal and interest receivable balances associated with its GILs for collectability. If collection of these balances is not probable, the loan is placed on non-accrual status and either an allowance for credit loss will be recognized or the outstanding balance will be written off.

The Partnership reports taxable GILs within "Other assets" on the consolidated balance sheets. The Partnership reports interest receivables for GILs and taxable GILs separately from the amortized cost basis within “Interest receivable, net” on the consolidated balance sheets.

The GIL and Taxable GIL associated with Residency at Sky Village are considered available-for-sale debt securities and are reported at fair value, with unrealized gains and loss reflected on the Partnership’s consolidated statements of comprehensive income. There areno unrealized gains or losses associated with these investments as of December 31, 2025.

Property Loans

The Partnership invests in property loans made to the owners of certain multifamily, student housing and skilled nursing properties, and one property loan associated with a master lease of essential healthcare support buildings to an investment grade rated non-profit healthcare system. The property loans are considered held-for-investment and are reported at amortized cost, which is net of unamortized loan acquisition costs, discounts, and allowance for credit losses. Some property loans have been made to multifamily properties that secure MRBs and GILs owned by the Partnership. The Partnership recognizes interest income on the property loans as earned and the interest income is reported within “Other interest income” on the Partnership’s consolidated statements of operations. Interest income is not recognized for property loans that are deemed to be in nonaccrual status. If collection of outstanding principal and interest receivable balances is not probable, the loan is placed on non-accrual status and either an allowance for credit loss will be recognized or the outstanding balance will be written off. Interest income is recognized upon the repayment of these property loans and accrued interest which is dependent largely on the cash flows or proceeds upon sale or refinancing of the related property. The Partnership reports interest receivables for property loans separately from the amortized cost basis within “Interest receivable, net” on the consolidated balance sheets.

One property loan, Sandoval Flats Apartments, is considered held-for-sale and reported at fair value with gains or losses reported within the Partnership’s consolidated statements of operations. There have been no such gains or losses reported as of December 31, 2025.

Real Estate Assets

The Partnership’s investments in real estate are carried at cost less accumulated depreciation. Depreciation of real estate is based on the estimated useful life of the related asset, generally 19-40 years on multifamily and student housing residential apartment buildings, andfive to 15 years on capital improvements. Depreciation expense is calculated using the straight-line method. Maintenance and repairs are charged to expense as incurred, while improvements, renovations, and replacements are capitalized. The Partnership also holds land held for investment and development which is reported at cost. The Partnership recognizes gains and losses equal to the difference between proceeds on sale and the net carrying value of the assets at the date of disposition.

The Partnership reviews real estate assets for impairment periodically and whenever events or changes in circumstances indicate that the carrying value of a property may not be recoverable. When indicators of potential impairment suggest that the carrying value of a real estate asset may not be recoverable, the Partnership compares the carrying amount of the real estate asset to the undiscounted net cash flows expected to be generated from the use of the asset. If the carrying value exceeds the undiscounted net cash flows, an impairment loss is recorded to the extent that the carrying value of the property exceeds its estimated fair value.

Investments in Unconsolidated Entities

The Partnership accounts for its investments in unconsolidated entities under the equity method of accounting. Through ATAX Vantage Holdings, LLC, ATAX Freestone Holdings, LLC, ATAX Senior Housing Holdings I, LLC, and ATAX Great Hill Holdings, LLC, the Partnership makes investments in non-controlling limited membership interests in entities formed to construct market-rate multifamily and seniors housing properties. Through GHI-BIO AC Debt JV MM, LLC, the Partnership has committed to provide capital to the Construction Lending JV formed to finance the construction and/or rehabilitation of affordable multifamily housing properties. The Partnership applies the equity method of accounting by initially recording each investment at cost, subsequently adjusted for cash contributions, distributions, and earnings (losses) of the unconsolidated entity that is determined based on the proceeds that would be received in a hypothetical liquidation of the investee from the investee’s net assets (at their book value) and guaranteed amounts, as applicable. The Partnership capitalizes interest costs incurred related to investees that are undergoing development activities until the commencement of planned primary operations. The capitalized interest costs are a basis difference and are amortized over the average life of the assets of the investee or until sale of the investee.

The Partnership reviews its investments in unconsolidated affiliates for impairment whenever events or changes in business circumstances indicate that the carrying amount of the investments may not be fully recoverable. Factors considered include:

The absence of an ability to recover the carrying amount of the investment;

The inability of the investee to sustain an earnings capacity that justifies the carrying amount of the investment; or

Estimated sales proceeds that are insufficient to recover the carrying amount of the investment.

The Partnership’s assessment of whether a decline in value is other than temporary is based on the Partnership’s ability and intent to hold the investment and whether evidence indicating the carrying value of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. If the fair value of the investment is determined to be less than the carrying value and the decline in value is considered other than temporary, an impairment charge would be recorded equal to the excess of the carrying value over the estimated fair value of the investment.

The Partnership earns a preferred return on its investments in Vantage Properties that is guaranteed by an unrelated third-party, which is also an affiliate of the unconsolidated entities. The term of the third-party guaranty is from the initial investment through a date approximately five years after commencement of construction. The Partnership recognizes its preferred return based upon the guaranty provided by the unrelated third-party, the guarantor’s financial ability to perform under the guaranty, and the cash flows expected to be received from each Vantage Property. Preferred returns are reported within “Investment income” on the Partnership’s consolidated statements of operations.

The Partnership earns a preferred return on its investments in non-Vantage properties that is senior to the preferred return and return of capital of the other members of the unconsolidated entities. The Partnership recognizes its preferred return on each investment to the extent there is capital of the managing member of the unconsolidated entity to support the recognition of preferred return. Preferred returns are reported within “Investment income” on the Partnership’s consolidated statements of operations. In addition, the Partnership will recognize its proportionate share of earnings (losses) of the unconsolidated entities, when appropriate, and report within “Earnings (losses) from investments in unconsolidated entities” on the Partnership’s cons olidated statements of operations. Earnings (losses) generally begin after completion of construction of each underlying property as all costs during the construction period are typically capitalized.

Allowance for Credit Losses

On January 1, 2023, the Partnership adopted ASC 326 - Financial Instruments - Credit Losses, which is an expected loss model known as the CECL model. Prior to the adoption of the CECL, the Partnership applied an incurred loss methodology under prior GAAP. The allowance for credit losses is presented as a valuation reserve to the corresponding assets on the Partnership’s consolidated balance sheets. Expected credit losses related to non-cancelable unfunded commitments and financial guaranties are accounted for as separate liabilities and are included in “Accounts payable, accrued expenses and other liabilities” on the Partnership’s consolidated balance sheets.

The adoption of ASC 326 required a cumulative-effect adjustment to Partners’ Capital upon adoption. Upon adoption on January 1, 2023, the Partnership recorded a cumulative effect of accounting change of approximately $5.9 million as a direct reduction to Partners’ Capital. Subsequent changes to the allowance for credit losses are recognized through “Provision for credit losses” on the Partnership’s consolidated statements of operations.

The Partnership estimates allowances for credit losses for its GILs, taxable GILs, property loans and related non-cancelable funding commitments using a WARM method loss-rate model, combined with qualitative factors that are sensitive to changes in forecasted economic conditions. The Partnership applies qualitative factors related to risk factors and changes in current economic conditions that may not be adequately reflected in quantitatively derived results, or other relevant factors to ensure the allowance for credit losses reflects the Partnership’s best estimate of current expected credit losses. The WARM method pools assets sharing similar characteristics and utilizes a historical annual charge-off rate which is applied to the outstanding asset balances over the remaining weighted average life of the pool, adjusted for certain qualitative factors to estimate expected credit losses. The Partnership has minimal loss history with GILs, taxable GILs, and property loans to date and has had minimal historical credit losses to date. As such, the Partnership uses historical annual charge-off data for similar assets from publicly available loan data through the FFIEC. The Partnership adjusts for current conditions and the impact of qualitative forecasts that are reasonable and supportable. The Partnership assesses qualitative adjustments related to, but not limited to, credit quality changes in the asset portfolio, general economic conditions, changes in the affordable multifamily real estate markets, changes in lending policies and underwriting, and underlying collateral values.

The Partnership will elect to separately evaluate an asset if it no longer shares the same risk characteristics as the respective pool or the specific investment attributes do not lend to analysis with a model-based approach. For collateral-dependent assets when foreclosure is probable, the Partnership will apply a practical expedient to estimate current expected credit losses as the difference between the fair value of collateral and the amortized cost of the asset.

Charge-offs to the allowance for credit losses occur when losses are confirmed through the receipt of cash or other consideration from the completion of a sale, when a modification or restructuring takes place in which the Partnership grants a concession to a borrower or agrees to a discount in full or partial satisfaction of the asset, when the Partnership takes ownership and control of the underlying collateral in full satisfaction of the asset, or when significant collection efforts have ceased and it is highly likely that a loss has been realized.

The Partnership has elected to not measure an allowance for credit losses on accrued interest receivables related to its GILs, taxable GILs and property loans because uncollectible accrued interest receivable is written off in a timely manner pursuant to policies for placing assets on non-accrual status.

The Partnership periodically determines if allowances of credit losses are needed for its MRBs and taxable MRBs under the applicable guidance for available-for-sale debt securities. The Partnership evaluates whether unrealized losses are considered impairments based on various factors including, but not necessarily limited to, the following:

The severity of the decline in fair value;

The Partnership’s intent to hold and the likelihood of it being required to sell the security before its value recovers;

Adverse conditions specifically related to the security, its collateral, or both;

The likelihood of the borrower being able to make scheduled interest and principal payments; and

Failure of the borrower to make scheduled interest or principal payments.

While the Partnership evaluates all available information, it focuses specifically on whether the estimated fair value of the security is below amortized cost. If the estimated fair value of an MRB is below amortized cost, and the Partnership has the intent to sell or may be required to sell the MRB prior to the time that its value recovers or until maturity, the Partnership will record an impairment through earnings equal to the difference between the MRB’s carrying value and its fair value. If the Partnership does not expect to sell an other-than-temporarily impaired MRB, only the portion of the impairment related to credit losses is recognized through earnings as a provision for credit loss, with the remainder recognized as a component of other comprehensive income. In determining the provision for credit loss, the Partnership compares the present value of cash flows expected to be collected to the amortized cost basis of the MRB and records any provision for credit losses as an adjustment to the allowance for credit losses. The Partnership has elected to not measure an allowance for credit losses on accrued interest receivables related to its MRBs and taxable MRBs because uncollectable accrued interest receivable is written off in a timely manner pursuant to policies for placing assets on non-accrual status.

The recognition of impairments, provisions for credit loss, and the potential impairment analysis are subject to a considerable degree of judgment, the results of which, when applied under different conditions or assumptions, could have a material impact on the Partnership's consolidated financial statements. If the Partnership experiences deterioration in the values of its MRB portfolio, the Partnership may incur impairments or provisions for credit losses that could negatively impact the Partnership’s financial condition, cash flows, and reported earnings. The Partnership periodically reviews any previously impaired MRBs for indications of a recovery of value. If a recovery of value is identified, the Partnership will report the recovery of prior credit losses through its allowance for credit losses as a provision for credit losses (recoveries). For MRB impairment recoveries identified prior to the adoption of the CECL model, the Partnership will accrete the recovery of prior credit losses into investment income over the remaining term of the MRB.

Accounting for TOB, Term TOB, TEBS Financings, the 2024 PFA Securitization Transaction, and TEBS Residual Financing Arrangements

The Partnership has evaluated the accounting guidance related to its TOBs, term TOB, TEBS Financings, the 2024 PFA Securitization Transaction, and TEBS Residual Financing, and has determined that the securitization transactions do not meet the accounting criteria for a sale or transfer of financial assets and therefore are accounted for as secured financing transactions. More specifically, the guidance on transfers and servicing sets forth the conditions that must be met to de-recognize a transferred financial asset. This guidance provides, in part, that the transferor has surrendered control over transferred assets if and only if the transferor does not maintain effective control over the transferred assets. The financing agreements contain certain provisions that allow the Partnership to unilaterally cause the holder to return the securitized assets, other than through a cleanup call. Based on these terms, the Partnership has concluded that the Partnership has not transferred effective control over the transferred assets and, as such, the transactions do not meet the conditions to de-recognize the transferred assets.

In addition, the Partnership has evaluated the entities associated with the TOBs, term TOB, TEBS Financings, the 2024 PFA Securitization Transaction, and TEBS Residual Financing in accordance with guidance on consolidation of VIEs. See Note 3 for the consolidation analysis related to these secured financing arrangements. The Partnership is deemed to be the primary beneficiary of these securitization trusts and transactions and consolidates the assets, liabilities, income and expenses of the securitizations in the Partnership’s consolidated financial statements.

The Partnership recognizes interest expense for fixed-rate TEBS Financings with escalating stated interest rates using the effective interest method over the estimated term of the arrangement.

Deferred Financing Costs

Debt financing costs are capitalized and amortized using the effective interest method through either the stated maturity date or the optional redemption date of the related debt financing agreement. Debt financing costs associated with revolving line of credit arrangements are reported within “Other assets” on the Partnership’s consolidated balance sheets. Deferred financing costs associated with debt financing and mortgages payable arrangements are reported as reductions to the carrying value of the related liability on the Partnership’s consolidated balance sheets.

Income Taxes

No provision has been made for income taxes of the Partnership as it is a partnership for federal income tax purposes such that profits and losses are allocated to Unitholders, except for certain entities described below. The distributive share of income, deductions and credits is reported to Unitholders on IRS Schedule K-1. The Partnership pays franchise margin taxes on revenues in certain jurisdictions relating to property loans and investments in unconsolidated entities.

The Greens Hold Co is a corporation that is subject to federal and state income taxes. The Partnership recognizes income tax expense or benefit for the federal and state income taxes incurred by this entity in its consolidated financial statements.

The Partnership evaluates its tax positions on the consolidated financial statements under the accounting guidance for uncertain tax positions. The Partnership may recognize a tax benefit from an uncertain tax position only if the Partnership believes it is more likely than not that the tax position will be sustained on examination by taxing authorities. The Partnership accrues interest and penalties, if any, and reports them within “Income tax expense” on the Partnership’s consolidated statements of operations.

Deferred income tax expense or benefit is generally a function of temporary differences (items that are treated differently for tax purposes than for financial reporting purposes), such as depreciation, amortization of financing costs, etc. and the utilization of tax NOLs. The Partnership values its deferred tax assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Partnership records a valuation allowance for deferred income tax assets if it believes all, or some portion, of the deferred income tax asset may not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances that causes a change in the estimated ability to realize the related deferred income tax asset is included in deferred income tax expense.

Investment Income from Investments in Mortgage Revenue Bonds and Governmental Issuer Loans

The interest income received by the Partnership from its MRBs and GILs is dependent upon the net cash flow or capitalized interest reserves of the underlying properties. Interest income on fully performing MRBs and GILs is recognized as it is earned. Current and past due interest income on MRBs and GILs not fully performing is recognized as it is received. The Partnership reinstates the accrual of interest once the MRB’s or GIL’s ability to perform is adequately demonstrated. Interest income related to MRBs and GILs is reported within “Investment Income” and interest income related to taxable MRBs and taxable GILs is reported within “Other interest income” on the Partnership’s consolidated statements of operations. As of December 31, 2025 and 2024, all of the Partnership’s MRBs and GILs were current on all interest payments.

Premiums on callable MRB investments are amortized as a yield adjustment to the earliest call date. Discounts on MRB investments are amortized as a yield adjustment to the stated maturity date. Amortization of premiums and discounts is reported within “Investment income” on the Partnership’s consolidated statements of operations.

Bond acquisition costs are capitalized and amortized utilizing the effective interest method over the period to the stated maturity of the related MRB and taxable MRB investments. Bond acquisition costs are reported as an adjustment to the cost adjusted for paydowns and allowances of the related MRB in Note 4.

Derivative Instruments and Hedging Activities

The Partnership reports interest rate derivatives on its consolidated balance sheets at fair value. The Partnership’s derivative instruments are not designated as hedging instruments for GAAP purposes and changes in fair value are reported within “Net results from derivative transactions” on the Partnership’s consolidated statements of operations. The Partnership is exposed to loss upon defaults by its counterparties on its interest rate derivative agreements. The Partnership does not anticipate non-performance by any counterparty.

Redeemable Preferred Units

The Partnership has designated three series of Preferred Units consisting of the Series A Preferred Units, the Series A-1 Preferred Units, and the Series B Preferred Units. The Partnership has issued the Preferred Units representing limited partnership interests in the Partnership to various financial institutions. The Preferred Units are recorded as mezzanine equity due to the holders’ redemption option which, if and when the units become subject to redemption, is outside the Partnership’s control. The costs of issuing the Preferred Units have been netted against the carrying value of the Preferred Units and are amortized to the first redemption date.

Beneficial Unit Certificates

The Partnership has issued BUCs representing assigned limited partnership interests to investors. Costs related to the issuance of BUCs are recorded as a reduction to partners’ capital when issued.

The Partnership declared BUCs Distributions in the form of additional BUCs during the years ended December 31, 2024 and 2023. All fractional BUCs resulting from the BUCs Distributions received cash for such fraction based on the market value of the BUCs on the record date. The BUCs Distributions have been applied retroactively to all net income per BUC, distributions per BUC and similar per BUC disclosures for all periods indicated in the Partnership’s consolidated financial statements.

Restricted Unit Awards

The Equity Incentive Plan, as originally approved by the BUC holders in September 2015, permitted the grant of RUAs and other awards to the employees of Greystone Manager, or any affiliate, who performs services for Greystone Manager, the Partnership or an affiliate, and members of the Board of Managers of Greystone Manager. The Equity Incentive Plan permitted total grants of RUAs of upto 1.0 million BUCs. The Equity Incentive Plan expired in June 2025 and there areno BUCs available to be issued as of December 31, 2025.

RUAs have historically been granted with vesting conditions ranging from three months to up to three years. RUAs typically provide for the payment of distributions during the restriction period. The RUAs provide for accelerated vesting if there is a change in control, or upon death or disability of the participant. The number of outstanding RUAs was not impacted by the BUCs Distributions as holders of RUAs did not participate in the BUCs Distributions, but rather received cash in an amount equal to the value of the BUCs Distributions. The fair value of each RUA is estimated on the grant date based on the Partnership’s exchange-listed closing price of the BUCs. The Partnership recognizes compensation expense for the RUAs on a straight-line basis over the requisite vesting period. The Partnership accounts for modifications to RUAs as they occur, if the fair value of the RUAs change, if there are changes to vesting conditions or if the awards no longer qualify for equity classification. The Partnership accounts for forfeitures as they occur.

Net Income per BUC

The Partnership uses the two-class method to allocate net income available to the BUCs, and to the unvested RUAs as the RUAs are participating securities. Unvested RUAs are included with BUCs for the calculation of diluted net income per BUC using the treasury stock method, if the treasury stock method is more dilutive than the two-class method.

Lessor Leases

The Partnership’s lessor leases consisted of tenant leases related to real estate assets, specifically at the MF Properties. Tenant leases also contained terms for non-lease revenues related to operations at the MF Properties, such as parking and food service revenues. The Partnership elected to combine the lease and non-lease components when accounting for lessor leases. The unit lease component of the tenant lease is considered the predominant component, so all components of the tenant lease are accounted for under ASC 842. Tenant leases were typically for terms of 12 months or less and do not include extension options. Lease revenue is recognized monthly and is reported within “Property revenues” on the Partnership’s consolidated statements of operations. The Partnership has no lessor leases as of December 31, 2025.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, which improves the disclosures about a public business entity’s expenses. ASU 2024-03 is effective for the Partnership for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. The Partnership is currently assessing the impact of the adoption of this pronouncement on the consolidated financial statements.

Immaterial Out-of-Period Adjustments

In connection with the preparation of the Partnership’s consolidated financial statements as of and for the year ended December 31, 2025, the Partnership identified certain immaterial errors in previously issued financial statements. The errors related to the sale of The 50/50 MF Property in December 2022 specific to the deferral of the gain on sale and valuation of the related assets received and liabilities incurred upon sale; errors in the recognition of preferred return investment income from certain equity method investees; errors in the calculations of the Partnership’s proportionate share of earnings (losses) from certain equity method investees when applying the hypothetical liquidation at book value method; and the capitalization of interest costs as a basis difference related to equity method investees that are undergoing development activities. The financial reporting periods affected by these errors include the Partnership’s previously reported audited consolidated financial statements for the fiscal years ended December 31, 2022, 2023, and 2024.

The Partnership recorded immaterial out-of-period adjustments to the respective line items for the fourth quarter of the year ended December 31, 2025. The net impact of the adjustments to net income was an increase of approximately $558,000. Adjustments that caused an increase to net income were an increase in gain on sale of real estate assets of approximately $3.0 million, an increase in other interest income of approximately $363,000, and a decrease in interest expense of approximately $3.4 million. Adjustments that caused a decrease in net income were a decrease in investment income of approximately $5.2 million, an increase in losses from investments in unconsolidated entities of approximately $205,000, and an increase in deferred income tax expense of approximately $813,000.

The Partnership assessed the aggregate effects and materiality of these errors, including the presentation on prior periods consolidated financial statements, on a qualitative and quantitative basis in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99, Materiality and SAB No. 108 on Quantifying Financial Statement Errors, codified in Accounting Standards Codification Topic 250, Accounting Changes and Error Corrections and concluded the errors were not material to previously issued financial statements.

The Partnership also identified certain immaterial errors in previously issued interim unaudited financial statements for each of the quarterly and fiscal year-to-date periods ended March 31, June 30, and September 30, 2025. See Note 27 for further information related to these immaterial errors.

  1. Variable Interest Entities

Non-Consolidated Variable Interest Entities

The Partnership acquires investments in the form of MRBs, taxable MRBs, GILs, taxable GILs, and property loans to finance the construction and/or operation of affordable multifamily properties that are obligations of the property-owning entity, which is considered the borrower entity. The Partnership’s individual investment assets are considered debt obligations of each individual borrower entity, and the investment assets are secured by a mortgage on real and personal property of the respective borrower entity. The Partnership’s associated investment asset(s) is considered a variable interest in the borrower entity as the Partnership will absorb losses of the VIEs if the borrower entities are unable to repay the outstanding principal of the respective MRBs, taxable MRBs, GILs, taxable GILs, and property loans. The Partnership evaluates whether each borrower entity is a VIE under the accounting guidance, and if so, the Partnership performs an evaluation to determine if the Partnership is the primary beneficiary of the VIE. When evaluating whether the Partnership is the primary beneficiary of a VIE, the Partnership identifies the rights that grant the power to direct the activities that most significantly impact the VIE’s economic performance, which are those rights to manage regular property operations of the VIE, to sell the assets of the VIE, or to refinance the debt of the VIE. Generally, all such rights are held by the equity investors in the VIE and not the Partnership. As a result, the Partnership is not considered the primary beneficiary and does not consolidate the financial statements of these VIEs in the Partnership’s consolidated financial statements. The Partnership reports its investments in the MRBs, taxable MRBs, GILs, taxable GILs, and property loans on the Partnership’s consolidated balance sheet and the related interest income on the Partnership’s consolidated statement of operations.

The Partnership also makes equity investments in entities formed for the construction, operation and sale of market-rate multifamily or seniors housing properties (Note 7). The Partnership’s equity investments in these VIEs are considered variable interests as the Partnership, and the respective managing members, are entitled to returns and absorb losses from the underlying properties according to the entities’ respective operating agreements. The Partnership has determined that the underlying investee entities are VIEs for financial reporting purposes and the Partnership performs an evaluation to determine if the Partnership is the primary beneficiary of the VIE. The Partnership and the respective managing members have various rights within the respective operating agreement for each VIE. When evaluating whether the Partnership is the primary beneficiary of a VIE, it identifies the rights that grant the power to direct the activities that most significantly impact the VIE’s performance, which are those rights to manage regular property operations of the VIE, to sell the assets of the VIE, or to refinance the debt of the VIE. Generally, all such rights are held by the managing members of the VIE. In addition, the Partnership does not have kick-out rights or substantive participating rights. As a result, the Partnership is not considered the primary beneficiary and does not consolidate the financial statements of these VIEs in the Partnership’s consolidated financial statements, with one exception as disclosed in the “Consolidated Variable Interest Entities” section below. The Partnership reports its equity investments in the VIEs as “Investments in unconsolidated entities” on the Partnership’s consolidated balance sheet and the related preferred return, earnings (losses) from investments in unconsolidated entities, and gains on sale on the Partnership’s consolidated statement of operations.

The Partnership held variable interests in 24 and 31 non-consolidated VIEs as of December 31, 2025 and 2024, respectively. The following table summarizes the Partnership’s carrying value by asset type and maximum exposure to loss associated with its variable interests as of December 31, 2025 and 2024:

December 31, 2025December 31, 2024
Carrying ValueMaximum Exposure to LossCarrying ValueMaximum Exposure to Loss
Mortgage revenue bonds$189,169,313$186,206,660$207,170,395$203,929,806
Taxable mortgage revenue bonds (reported within other assets)9,811,1089,800,0004,393,8694,406,024
Governmental issuer loans138,757,835138,757,835203,999,628203,999,628
Taxable governmental issuer loans (reported within other assets)44,879,46544,879,46514,157,67214,157,672
Property loans39,824,00039,824,00042,210,00042,210,000
Investments in unconsolidated entities145,952,838145,952,838179,409,869179,409,869
$568,394,559$565,420,798$651,341,433$648,112,999

The Partnership’s maximum exposure to loss for non-consolidated VIEs associated with the MRBs and taxable MRBs as of December 31, 2025 is equal to the Partnership’s cost basis adjusted for paydowns. The difference between the MRB carrying value in the Partnership's consolidated balance sheets and the maximum exposure to loss is due to the unrealized gains or losses. The Partnership has remaining taxable MRB funding commitments related to non-consolidated VIEs totaling$9.6 million as of December 31, 2025 (Note 16).

The Partnership’s maximum exposure to loss for non-consolidated VIEs associated with the GILs, taxable GILs, property loans and investments in unconsolidated entities as of December 31, 2025 is equal to the Partnership’s carrying value. The Partnership had future GIL, property loan and investment in unconsolidated entities funding commitments related to non-consolidated VIEs totaling$5.0 million,$28.8 million, and$18.2 million, respectively, as of December 31, 2025 (Note 16).

Consolidated Variable Interest Entities

The Partnership obtains leverage on its investment assets to enhance returns and lower its net capital investment. The Partnership’s leverage programs generally consist of selling MRBs, taxable MRBs, GILs, taxable GILs, and property loans into debt financing entities in the form of TOBs, a term TOB, TEBS financings, the 2024 PFA Securitization Transaction, and the TEBS Residual Financing. These debt financing entities issue senior securities and residual beneficial interests that share in the cash flows from the securitized investment assets. The senior securities are sold to third-party investors for cash and the Partnership retains the residual beneficial interests. The Partnership determined that its residual beneficial interest in a debt financing entity absorbs potential losses of the entity as the interests are in a first-loss position and subordinate to the senior securities in the distribution of cash flows of the debt financing entity. The Partnership has determined that each debt financing entity is a VIE for financial reporting purposes and the Partnership performs an evaluation to determine if the Partnership is the primary beneficiary of the VIE. In determining the primary beneficiary of each VIE, the Partnership considered which party has the power to control the activities of the VIE which most significantly impact its financial performance and the obligation to absorb losses or rights to receive benefits of the entity that could potentially be significant to the VIE. The Partnership determined that the right to direct the VIE to sell the underlying assets most significantly impacts the economic performance of the VIE, and such right is held by the Partnership through its ownership of the residual beneficial interests. The Partnership has the obligation to absorb losses that could potentially be significant to the VIE given its first-loss position noted previously. As the Partnership meets both primary beneficiary criteria, it is considered the primary beneficiary of the VIEs and reports the VIEs on a consolidated basis. The Partnership reports the underlying investment assets of the VIEs in the Partnership’s assets (Notes 4, 5, 6 and 9) and the senior securities of the VIEs are reported as “Debt financing, net” (Note 13) on the Partnership’s consolidated balance sheets. The interest income earned from the underlying investment assets of the VIEs is reported within “Investment income” and “Other interest income” on the Partnership’s consolidated statement of operations. Interest expense and facility fees associated with the debt financing are reported within “Interest expense” on the Partnership’s consolidated statement of operations.

As noted previously, the Partnership also makes equity investments in certain entities formed for the construction, operation and sale of market-rate multifamily or seniors housing properties (Note 7). The investee entities are VIEs for financial reporting purposes and the Partnership is typically not considered the primary beneficiary, making such entities non-consolidated VIEs. Within one of the Partnership’s equity investments, Vantage at San Marcos, the Partnership has additional rights compared to its other equity investments and such rights are considered in the Partnership’s assessment of the primary beneficiary of the VIE. In determining the primary beneficiary of the VIEs, the Partnership considered which party has the power to control the activities of the VIE which most significantly impact its financial performance and the obligation to absorb losses or rights to receive benefits of the entity that could potentially be significant to the VIE. For the Vantage at San Marcos investee, the Partnership can currently require the managing member of the VIE to purchase the Partnership’s equity investment in the VIE at a price equal to the Partnership’s carrying value. The only assets of the VIE are land and capitalized development costs such that if the Partnership were to require the managing member to purchase its equity investment, all underlying assets of the VIE would likely need to be sold, which would significantly impact the VIE’s economic performance. The Partnership would be exposed to gains or losses of the VIE based on the sales price of the underlying asset in relation to the Partnership’s equity investment. As the Partnership meets both the primary beneficiary criteria for the Vantage at San Marcos investee, it is considered the primary beneficiary of the VIE and reports the VIE on a consolidated basis. The Partnership reports the land and capitalized development costs of the VIE within “Real estate assets, net” and a mortgage loan on the property within “Mortgages payable, net” on the Partnership’s consolidated balance sheets. The VIE has not reported any income or expenses during the years ended December 31, 2025, 2024, and 2023. If certain events occur in the future, the Partnership’s option to redeem the investment will terminate and the VIE may be deconsolidated.

The following table summarizes the assets and liabilities of the Partnership’s consolidated VIEs as of December 31, 2025 and December 31, 2024:

December 31, 2025December 31, 2024
Assets:
Restricted cash$484,729$771,606
Interest receivable, net6,776,9497,089,580
Mortgage revenue bonds, at fair value1,005,670,4971,013,847,272
Governmental issuer loans
Governmental issuer loans109,757,835219,702,222
Allowance for credit losses(609,000)(1,038,000)
Governmental issuer loans, net109,148,835218,664,222
Property loans
Property loans46,074,00048,460,000
Allowance for credit losses(453,000)(547,000)
Property loans, net45,621,00047,913,000
Real estate assets2,513,0923,796,782
Other assets76,584,13140,038,912
Total Assets$1,246,799,233$1,332,121,374
Liabilities:
Accounts payable, accrued expenses and other liabilities (1)$7,440,856$8,285,369
Debt financing (2)1,019,313,7311,098,530,865
Mortgages payable (3)231,6791,664,347
Total Liabilities$1,026,986,266$1,108,480,581

(1)

Of the amounts reported,$4,552,373 and$5,112,036 are associated with VIEs where the creditor does not have recourse to the general credit of the Partnership as of December 31, 2025 and 2024, respectively.

(2)

Of the amounts reported,$326,534,732 and$364,099,866 are associated with VIEs where the creditor does not have recourse to the general credit of the Partnership as of December 31, 2025 and 2024, respectively.

(3)

The entire mortgages payable balance is associated with a VIE where the creditor does not have recourse to the general credit of the Partnership as of December 31, 2025 and 2024, respectively.

In certain instances, the Partnership has investment assets in the form of MRBs, taxable MRBs, GILs, taxable GILs and property loans that are variable interests in non-consolidated borrower entity VIEs which are also assets of consolidated debt financing entity VIEs. Accordingly, such investment assets are reported within tables related to both non-consolidated VIEs and consolidated VIEs presented in this Note 3.

  1. Mortgage Revenue Bonds

The Partnership invests in MRBs that are issued by state and local governments, their agencies, and authorities to finance the construction or acquisition and rehabilitation of income-producing affordable multifamily, seniors housing and skilled nursing properties. An MRB does not constitute an obligation of any state or local government, agency or authority and no state or local government, agency or authority is liable on them, nor is the taxing power of any state or local government pledged to the payment of principal or interest on an MRB. An MRB is a non-recourse obligation of the property owner. Each MRB is collateralized by a mortgage on all real and personal property of the secured property. Typically, the sole source of funds to pay principal and interest on an MRB is the net cash flow or the sale or refinancing proceeds from the secured property. The Partnership may commit to advance funding for MRBs on a draw-down basis during construction and/or rehabilitation of secured property and may require recourse to the borrower during the construction or rehabilitation period in certain instances.

The Partnership expects and believes that the interest received on our MRBs is excludable from gross income for federal income tax purposes. The Partnership primarily invests in MRBs that are senior obligations of the secured properties, though it may also invest in subordinate MRBs or taxable MRBs that share the first mortgage lien with the related MRBs. MRBs are either held directly by the Partnership or through consolidated VIEs associated with debt financing transactions (Notes 3 and 13). The MRBs predominantly bear interest at fixed interest rates and require regular principal and interest payments on either a monthly or semi-annual basis. MRBs may have optional call dates that may be exercised by the borrower or the Partnership that are earlier than the contractual maturity. Such optional calls may be at either par or a premium to par.

The Partnership had the following MRB investments as of December 31, 2025 and 2024:

Description of Mortgage Revenue Bonds · State · Cost Adjusted forPaydowns and Allowances · CumulativeUnrealized Gain · CumulativeUnrealized Loss · Estimated Fair Value
The Safford (4)AZ$43,039,213$825,255$-$43,864,468
40rty on Colony - Series P (4)CA5,960,299508,166-6,468,465
CCBA Senior Garden Apartments (1)CA3,681,44736,906-3,718,353
Courtyard - Series A (3)CA9,557,426582,658-10,140,084
Glenview Apartments - Series A (2)CA4,180,438172,492-4,352,930
Harmony Court Bakersfield - Series A (3)CA3,484,770196,775-3,681,545
Harmony Terrace - Series A (3)CA6,452,743382,696-6,835,439
Harden Ranch - Series A (1)CA6,150,834174,042-6,324,876
Las Palmas II - Series A (3)CA1,580,40588,460-1,668,865
Montclair Apartments - Series A (2)CA2,264,77787,128-2,351,905
Montecito at Williams Ranch Apartments - Series A (1)CA7,301,933502,273-7,804,206
Montevista - Series A (1)CA6,502,767701,929-7,204,696
Ocotillo Springs - Series A (1), (6)CA3,420,248-(122,272)3,297,976
Ocotillo Springs - Series A-1 (1)CA493,39975,177-568,576
Residency at Empire - Series BB-1 (4)CA14,093,724649,973-14,743,697
Residency at Empire - Series BB-2 (4)CA4,000,000212,485-4,212,485
Residency at Empire - Series BB-3 (4)CA14,000,000565,690-14,565,690
Residency at Empire - Series BB-4 (4)CA47,000,000356,007-47,356,007
Residency at the Entrepreneur - Series J-1 (4), (6)CA9,073,723-(65,074)9,008,649
Residency at the Entrepreneur - Series J-2 (4)CA7,500,0007,207-7,507,207
Residency at the Entrepreneur - Series J-3 (4)CA26,080,000411,110-26,491,110
Residency at the Entrepreneur - Series J-4 (4)CA16,420,000--16,420,000
Residency at the Entrepreneur - Series J-5 (4)CA5,000,000--5,000,000
Residency at the Mayer - Series A (4)CA16,753,3982,357,236-19,110,634
Residency at the Mayer - Series KK (4)CA11,500,000--11,500,000
San Vicente - Series A (3)CA3,258,711182,399-3,441,110
Santa Fe Apartments - Series A (2)CA2,743,692105,552-2,849,244
Seasons at Simi Valley - Series A (3)CA3,965,162286,086-4,251,248
Seasons Lakewood - Series A (3)CA6,873,574407,654-7,281,228
Seasons San Juan Capistrano - Series A (3)CA11,572,853686,356-12,259,209
Solano Vista - Series A (1)CA2,569,997254,394-2,824,391
Summerhill - Series A (3)CA6,000,718245,404-6,246,122
Sycamore Walk - Series A (3)CA3,276,834186,786-3,463,620
The Village at Madera - Series A (3)CA2,882,176162,749-3,044,925
Tyler Park Townhomes - Series A (1)CA5,352,891--5,352,891
Village at Hanford Square - Series H (4)CA10,400,000729,339-11,129,339
Vineyard Gardens - Series A (1)CA3,802,965338,419-4,141,384
Wellspring Apartments (1)CA3,759,908291,715-4,051,623
Westside Village Market - Series A (1)CA3,498,104153,938-3,652,042
Handsel Morgan Village Apartments (4)GA2,150,000374,482-2,524,482
MaryAlice Circle Apartments (4)GA5,900,000654,257-6,554,257
Renaissance - Series A (2)LA10,087,972360,474-10,448,446
Live 929 Apartments - Series 2022A (4)MD58,452,7155,193,310-63,646,025
Woodington Gardens Apartments - Series A-1 (4)MD31,150,0002,971,637-34,121,637
Meadow Valley (4), (7)MI43,329,595-(493,593)42,836,002
Jackson Manor Apartments (1)MS4,735,8416,789-4,742,630
Village Point (5), (8)NJ22,937,000-(885,455)22,051,545
Silver Moon - Series A (2)NM7,312,2271,073,556-8,385,783
Village at Avalon (1)NM15,514,9411,521,472-17,036,413
Columbia Gardens (3)SC11,939,032460,705-12,399,737
The Ivy Apartments (4), (8)SC30,548,389-(769,606)29,778,783
The Park at Sondrio - Series 2022A (4)SC33,621,006--33,621,006
The Park at Vietti - Series 2022A (4)SC23,927,167--23,927,167
Village at River's Edge (3)SC9,383,233818,618-10,201,851
Willow Run (3)SC11,772,937453,899-12,226,836
Windsor Shores Apartments - Series A (4)SC20,641,927--20,641,927
Agape Helotes - Series A-1 (4)TX5,551,1461,094,713-6,645,859
Agape Helotes - Series B (4)TX7,623,744647,350-8,271,094
Avistar at Copperfield - Series A (4)TX13,042,027596,361-13,638,388
Avistar at the Crest - Series A (4)TX8,470,504517,602-8,988,106
Avistar at the Crest - Series BTX703,64027,212-730,852
Avistar at the Oaks - Series A (4)TX6,862,6558,054-6,870,709
Avistar at the Oaks - Series B (8)TX515,988-(8,786)507,202
Avistar at the Parkway - Series A (2)TX11,922,214330,959-12,253,173
Avistar at the Parkway - Series BTX121,56210,103-131,665
Avistar at Wilcrest - Series A (4)TX4,942,6646,128-4,948,792
Avistar at Wood Hollow - Series A (4)TX37,529,5361,488,820-39,018,356
Avistar in 09 - Series A (4)TX5,925,632298,778-6,224,410
Avistar in 09 - Series BTX425,6432,774-428,417
Avistar on the Boulevard - Series A (4)TX14,430,424827,399-15,257,823
Avistar on the Boulevard - Series BTX418,10517,648-435,753
Avistar on the Hills - Series A (4)TX4,698,326236,896-4,935,222
Bruton Apartments (3)TX16,869,420--16,869,420
Concord at Gulfgate - Series A (3)TX17,721,8241,061,872-18,783,696
Concord at Little York - Series A (3)TX12,414,976281,448-12,696,424
Description of Mortgage Revenue BondsStateCost Adjusted forPaydowns and AllowancesCumulativeUnrealized GainCumulativeUnrealized LossEstimated Fair Value
Concord at Williamcrest - Series A (3)TX19,232,1281,190,877-20,423,005
Crossing at 1415 - Series A (3)TX6,889,95459,727-6,949,681
Decatur Angle (3)TX21,164,887--21,164,887
Esperanza at Palo Alto (3)TX18,391,6341,199,900-19,591,534
Heights at 515 - Series A (3)TX6,307,872129,093-6,436,965
Heritage Square - Series A (2)TX9,882,61478,097-9,960,711
Oaks at Georgetown - Series A (3), (8)TX11,530,770-(73,157)11,457,613
15 West Apartments (3)WA9,190,5241,121,776-10,312,300
Aventine Apartments (4)WA9,500,0001,141,563-10,641,563
Mortgage revenue bonds$971,133,524$39,188,805$(2,417,943)$1,007,904,386

(1)

2024 PFA Securitization Bond associated with the 2024 PFA Securitization Transaction, Note 13.

(2)

MRB owned by ATAX TEBS III, LLC (M33 TEBS Financing), Note 13. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(3)

MRB owned by ATAX TEBS IV, LLC (M45 TEBS Financing), Note 13. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(4)

MRB held by Mizuho in a debt financing transaction, Note 13.

(5)

MRB held by Barclays in a debt financing transaction, Note 13.

(6)

As of the date presented, the Partnership determined that the unrealized loss on the MRB is a result of increasing market interest rates from the date of acquisition and is not considered a credit loss. As of December 31, 2025, the MRB has been in an unrealized loss position for at least 12 months.

(7)

The Partnership has a remaining MRB funding commitment of approximately $750,000 as of December 31, 2025. The MRB and the unfunded MRB commitment are accounted for as available-for-sale securities and reported at fair value. The reported unrealized loss includes the unrealized loss on the current MRB carrying value (based on current fair value) as well as the unrealized loss on the Partnership’s remaining funding commitment outstanding as of December 31, 2025 (also based on current fair value). The Partnership determined the unrealized loss is a result of increasing market interest rates and that the cumulative unrealized loss is not considered a credit loss. As of December 31, 2025, the MRB has been in an unrealized loss position for more than 12 months.

(8)

As of the date presented, the Partnership determined that the unrealized loss on the MRB is a result of increasing market interest rates from the date of acquisition and is not considered a credit loss. As of December 31, 2025, the MRB has been in an unrealized loss position for less than 12 months.

Description of Mortgage Revenue Bonds · State · Cost Adjusted forPaydowns and Allowances · CumulativeUnrealized Gain · CumulativeUnrealized Loss · Estimated Fair Value
The Safford (4)AZ$37,435,466$1,523,170$-$38,958,636
40rty on Colony - Series P (4)CA5,962,217459,328-6,421,545
CCBA Senior Garden Apartments (1), (8)CA3,720,209-(58,814)3,661,395
Courtyard - Series A (3)CA9,668,469449,017-10,117,486
Glenview Apartments - Series A (2)CA4,248,118170,362-4,418,480
Harmony Court Bakersfield - Series A (3)CA3,525,258127,289-3,652,547
Harmony Terrace - Series A (3)CA6,527,329288,190-6,815,519
Harden Ranch - Series A (1)CA6,256,135260,476-6,516,611
Las Palmas II - Series A (3)CA1,598,95761,427-1,660,384
Lutheran GardensCA10,352,000--10,352,000
Montclair Apartments - Series A (2)CA2,301,44398,596-2,400,039
Montecito at Williams Ranch Apartments - Series A (1)CA7,374,111424,400-7,798,511
Montevista - Series A (1)CA6,556,878602,131-7,159,009
Ocotillo Springs - Series A (1), (6)CA3,455,419-(224,262)3,231,157
Ocotillo Springs - Series A-1 (1)CA496,35164,598-560,949
Residency at Empire - Series BB-1 (4)CA14,109,248491,616-14,600,864
Residency at Empire - Series BB-2 (4)CA4,000,000171,675-4,171,675
Residency at Empire - Series BB-3 (4)CA14,000,000510,453-14,510,453
Residency at Empire - Series BB-4 (4)CA21,200,000275,702-21,475,702
Residency at the Entrepreneur - Series J-1 (4), (8)CA9,078,496-(194,816)8,883,680
Residency at the Entrepreneur - Series J-2 (4), (8)CA7,500,000-(96,933)7,403,067
Residency at the Entrepreneur - Series J-3 (4), (8)CA26,080,000-(99,928)25,980,072
Residency at the Entrepreneur - Series J-4 (4)CA16,420,000--16,420,000
Residency at the Entrepreneur - Series J-5 (4)CA5,000,000--5,000,000
Residency at the Mayer - Series A (4)CA29,556,596--29,556,596
Residency at the Mayer - Series M (4)CA11,500,000--11,500,000
San Vicente - Series A (3)CA3,296,965135,060-3,432,025
Santa Fe Apartments - Series A (2)CA2,788,112123,270-2,911,382
Seasons at Simi Valley - Series A (3)CA4,025,911272,883-4,298,794
Seasons Lakewood - Series A (3)CA6,953,024306,985-7,260,009
Seasons San Juan Capistrano - Series A (3)CA11,706,622516,863-12,223,485
Solano Vista - Series A (1)CA2,591,588172,312-2,763,900
Summerhill - Series A (3)CA6,070,43720,122-6,090,559
Sycamore Walk - Series A (3)CA3,330,23044,181-3,374,411
The Village at Madera - Series A (3)CA2,915,662112,779-3,028,441
Tyler Park Townhomes - Series A (1)CA5,445,686--5,445,686
Village at Hanford Square - Series H (4)CA10,400,000619,721-11,019,721
Vineyard Gardens - Series A (1)CA3,839,951281,057-4,121,008
Wellspring Apartments (1)CA3,880,455119,584-4,000,039
Westside Village Market - Series A (1)CA3,558,747132,773-3,691,520
Handsel Morgan Village Apartments (4)GA2,150,000162,887-2,312,887
MaryAlice Circle Apartments (4)GA5,900,000496,763-6,396,763
Copper Gate Apartments (1)IN4,715,000--4,715,000
Renaissance - Series A (2), (8)LA10,263,789-(836,645)9,427,144
Live 929 Apartments - Series 2022A (4)MD58,560,6553,547,694-62,108,349
Woodington Gardens Apartments - Series A-1 (4)MD31,150,0003,112,265-34,262,265
Meadow Valley (4), (7)MI41,162,263-(1,859,135)39,303,128
Jackson Manor Apartments (1)MS4,781,13619,919-4,801,055
Village Point (5), (8)NJ23,000,000-(447,248)22,552,752
Silver Moon - Series A (2)NM7,398,857571,694-7,970,551
Village at Avalon (1)NM15,665,8031,241,389-16,907,192
Columbia Gardens (3)SC12,150,488502,113-12,652,601
Companion at Thornhill Apartments (3)SC10,484,096338,831-10,822,927
The Ivy Apartments (4)SC30,558,423822,638-31,381,061
The Palms at Premier Park Apartments (1)SC17,590,99727,389-17,618,386
The Park at Sondrio - Series 2022A (4)SC38,100,0001,260,209-39,360,209
The Park at Vietti - Series 2022A (4)SC26,985,000952,281-27,937,281
Village at River's Edge (3)SC9,477,407832,313-10,309,720
Willow Run (3)SC11,981,345494,536-12,475,881
Windsor Shores Apartments - Series A (4)SC21,545,000718,755-22,263,755
Avistar at Copperfield - Series A (4)TX13,215,029485,574-13,700,603
Avistar at the Crest - Series A (4)TX8,621,036471,417-9,092,453
Avistar at the Crest - Series BTX711,31524,748-736,063
Avistar at the Oaks - Series A (4)TX6,980,721333,795-7,314,516
Avistar at the Oaks - Series BTX521,38414,194-535,578
Avistar at the Parkway - Series A (2)TX12,101,645422,358-12,524,003
Avistar at the Parkway - Series BTX122,16513,232-135,397
Avistar at Wilcrest - Series A (4)TX5,008,228155,503-5,163,731
Avistar at Wood Hollow - Series A (4)TX38,027,3631,397,281-39,424,644
Avistar in 09 - Series A (4)TX6,027,577302,568-6,330,145
Avistar in 09 - Series BTX430,09512,653-442,748
Avistar on the Boulevard - Series A (4)TX14,686,873671,717-15,358,590
Avistar on the Boulevard - Series BTX422,66612,072-434,738
Avistar on the Hills - Series A (4)TX4,779,156251,307-5,030,463
Bruton Apartments (3)TX17,050,526--17,050,526
Description of Mortgage Revenue BondsStateCost Adjusted forPaydowns and AllowancesCumulativeUnrealized GainCumulativeUnrealized LossEstimated Fair Value
Concord at Gulfgate - Series A (3)TX17,963,286938,146-18,901,432
Concord at Little York - Series A (3)TX12,584,132716,639-13,300,771
Concord at Williamcrest - Series A (3)TX19,494,1681,064,065-20,558,233
Crossing at 1415 - Series A (3)TX6,989,209179,154-7,168,363
Decatur Angle (3), (8)TX21,412,592-(149,516)21,263,076
Esperanza at Palo Alto (3)TX18,576,6571,168,859-19,745,516
Heights at 515 - Series A (3)TX6,398,741312,241-6,710,982
Heritage Square - Series A (2)TX10,039,053307,888-10,346,941
Oaks at Georgetown - Series A (3)TX11,664,053214,123-11,878,176
15 West Apartments (3)WA9,283,9901,025,529-10,309,519
Aventine Apartments (4)WA9,500,0001,060,325-10,560,325
Mortgage revenue bonds$994,958,009$35,493,084$(3,967,297)$1,026,483,796

(1)

2024 PFA Securitization Bond associated with the 2024 PFA Securitization Transaction, Note 13.

(2)

MRB owned by ATAX TEBS III, LLC (M33 TEBS Financing), Note 13. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(3)

MRB owned by ATAX TEBS IV, LLC (M45 TEBS Financing), Note 13. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(4)

MRB held by Mizuho in a debt financing transaction, Note 13.

(5)

MRB held by Barclays in a debt financing transaction, Note 13.

(6)

As of the date presented, the Partnership determined that the unrealized loss on the MRB is a result of increasing market interest rates and is not considered a credit loss. As of December 31, 2024, the MRB has been in an unrealized loss position for at least 12 months.

(7)

The Partnership has a remaining MRB funding commitment of approximately $2.9 million as of December 31, 2024. The MRB and the unfunded MRB commitment are accounted for as available-for-sale securities and reported at fair value. The reported unrealized loss includes the unrealized loss on the current MRB carrying value (based on current fair value) as well as the unrealized loss on the Partnership’s remaining funding commitment outstanding as of December 31, 2024 (also based on current fair value). The Partnership determined the unrealized loss is a result of increasing market interest rates and that the cumulative unrealized loss is not considered a credit loss. As of December 31, 2024, the MRB has been in an unrealized loss position for more than 12 months.

(8)

As of the date presented, the Partnership determined that the unrealized loss on the MRB is a result of increasing market interest rates and is not considered a credit loss. As of December 31, 2024, the MRB has been in an unrealized loss position for less than 12 months.

The Partnership has accrued interest receivable related to its MRBs of$5.5 million and$5.3 million as of December 31, 2025 and 2024, respectively, that is reported as "Interest receivable, net" in the Partnership's consolidated balance sheets.

An entity that is an affiliate of the borrowers for the Residency at Empire, Residency at the Entrepreneur, and Residency at the Mayer MRBs and taxable MRBs (Note 9) has provided full payment guaranties during the construction phase prior to stabilization. The MRBs and taxable MRBs had total outstanding principal of$171.2 million and$9.0 million, respectively, as of December 31, 2025. The same affiliate also provides guaranties for the Residency at Sky Village Hollywood GIL and taxable GIL.

The Partnership has committed to provide funding for certain MRBs on a draw-down basis during construction and/or rehabilitation of the secured properties as of December 31, 2025. See Note 16 for additional information regarding the Partnership’s MRB funding commitments.

See Note 21 for a description of the methodology and significant assumptions used in determining the fair value of the MRBs. Unrealized gains or losses on the MRBs are recorded in the Partnership's consolidated statements of comprehensive income to reflect changes in their estimated fair values resulting from market conditions and fluctuations in the present value of the expected cash flows from the MRBs.

See Note 10 for information regarding the Partnership’s allowance for credit losses.

Activity in 2025:

Acquisitions:

The following MRBs were acquired at prices that approximated the principal outstanding plus accrued interest during the year ended December 31, 2025:

Property Name · MonthAcquired · Property Location · Units · Maturity Date · Interest Rate · Principal Funding
Agape Helotes - Series A-1 (1)May 2025Helotes, TX2881/1/20656.25%$6,060,000
Agape Helotes - Series B (2)May 2025Helotes, TX2881/1/20658.00%7,289,945
$13,349,945

(1)

The Agape Helotes - Series A-1 MRB was acquired at a discount of approximately $514,000 or 8.5% of par.

(2)

The Agape Helotes - Series B MRB is a capital appreciation bond, is subordinate to the Series A-1 and Series A-2 (held by third-party investors), and is payable from excess revenues of the underlying property.

Amendments:

In March 2025, the Residency at the Mayer – Series A and Residency at the Mayer – Series M MRBs were amended to remove the Partnership's post-stabilization funding commitment to the property. In August 2025, the Residency at the Mayer - Series M MRB was fully redeemed and the Residency at the Mayer - Series A MRB was partially redeemed. The following table summarizes the paydowns:

Property Name · MonthRestructured · Property Location · Units · OriginalMaturity Date · Interest Rate · PrincipalPayment Received
Residency at the Mayer - Series MAugust 2025Hollywood, CA794/1/2039SOFR + 3.60%$11,500,000
Residency at the Mayer - Series AAugust 2025Hollywood, CA794/1/2039SOFR + 3.60%12,800,000
$24,300,000

In August 2025, the Partnership re-committed to providing post-stabilization funding for the Residency at the Mayer - Series A MRB at a fixed interest rate and acquired the Residency at the Mayer - Series KK MRB. The following table summarizes the current terms of the Residency at the Mayer MRBs:

Property Name · MonthAmended/Acquired · Property Location · Units · Maturity Date · Interest Rate · PrincipalOutstanding
Residency at the Mayer - Series AAugust 2025Hollywood, CA794/1/20397.25%$16,700,000
Residency at the Mayer - Series KKAugust 2025Hollywood, CA7910/6/20267.25%11,500,000
$28,200,000

During the year ended December 31, 2025, the Partnership recognized fees totaling approximately $1.2 million in other income in connection with extensions of the maturity dates or construction completion dates of the Residency at the Entrepreneur MRBs and taxable MRB, Residency at the Mayer MRBs, Residency at Empire MRBs and taxable MRB, and the Meadow Valley MRB.

Redemptions:

The following MRBs were redeemed at prices that approximated theoutstanding principal balance plus accrued interest during the year ended December 31, 2025:

Property Name · MonthRedeemed · Property Location · Units · OriginalMaturity Date · Interest Rate · PrincipalOutstanding at Dateof Redemption
Lutheran GardensMarch 2025Compton, CA762/1/20254.90%$10,352,000
Companion at Thornhill ApartmentsJune 2025Lexington, SC1801/1/20525.80%10,402,953
The Palms at Premier Park ApartmentsJune 2025Columbia, SC2401/1/20506.25%17,443,513
Copper Gate ApartmentsAugust 2025Lafayette, IN12912/1/20296.25%4,715,000
$42,913,466

The Companion at Thornhill Apartments MRB was redeemed at 102% of par value plus accrued interest. The redemption premium of approximately $208,000 is reported as “Contingent interest income” on the Partnership’s condensed consolidated statements of operations. All other MRBs were redeemed at a price that approximated the Partnership’s carrying value plus accrued interest.

Activity in 2024:

Acquisitions:

The following MRBs were acquired at prices that approximated the principal outstanding plus accrued interest during the year ended December 31, 2024:

Property Name · MonthAcquired · Property Location · Units · Maturity Date · Interest Rate · Initial Principal Funded
Residency at the Mayer - Series M (1)March 2024Hollywood, CA794/1/2039SOFR + 3.60%(2)$11,500,000
Woodington Gardens Apartments - Series A-1April 2024Baltimore, MD1975/1/20297.80%31,150,000
Aventine ApartmentsMay 2024Bellevue, WA686/1/20317.68%9,500,000
Wellspring Apartments (3)August 2024Long Beach, CA889/1/20394.85%3,900,000
$56,050,000

(1)

The borrower re-allocated $11.5 million of previously provided funding from a taxable MRB to this new MRB during the acquisition and rehabilitation phase of the property. Upon stabilization of the property, the MRB will be partially repaid and the maximum balance of the MRB after stabilization will not exceed $5.0 million.

(2)

The interest rate is subject to an all-in floor of 3.85%. Upon stabilization of the property, the interest rate will reset to a fixed rate based on the SOFR index plus 3.50% on or around the stabilization date.

(3)

The investment was previously reported as the Anaheim & Walnut bond purchase commitment and has converted to an MRB.

During the fourth quarter of 2024, The Partnership sold and subsequently repurchased 11 MRBs that were previously secured in the M31 TEBS Financing in relation to temporary bridge financing to facilitate the M31 TEBS Financing termination (Note 13). The MRBs were sold and repurchased at par for approximately $89.2 million within the fourth quarter.

Sales:

The following MRBs were sold during the year ended December 31, 2024:

Property Name · Month Sold · Property Location · Units · OriginalMaturity Date · Interest Rate · PrincipalOutstanding at Dateof Sale
BrookstoneMay 2024Waukegan, IL1685/1/20405.45%$8,221,234
Arbors at Hickory RidgeNovember 2024Memphis, TN3481/1/20496.25%10,217,709
$18,438,943

The Partnership realized a gain on sale of the Brookstone MRB of approximately $1.0 million related to collection of an unamortized discount upon sale.

The Partnership realized a gain on sale of the Arbors at Hickory Ridge MRB of approximately $1.2 million.

Redemptions:

The following MRBs were redeemed at prices that approximated the outstanding principal balance plus accrued interest during the year ended December 31, 2024:

Property Name · MonthRedeemed · Property Location · Units · OriginalMaturity Date · Interest Rate · PrincipalOutstanding at Dateof Redemption
SouthparkJuly 2024Austin, TX19212/1/20496.13%$12,300,000
RunnymedeAugust 2024Austin, TX25210/1/20246.00%9,315,000
$21,615,000

Upon redemption of the Southpark MRB, the Partnership recognized investment income of $1.1 million related to its previously unamortized discount on the MRB.

In connection with the final settlement of the bankruptcy estate of the Provision Center 2014-1 MRB in July 2024, the Partnership received proceeds of approximately $365,000 and recovered approximately $169,000 of its previously recognized allowance for credit loss (see Note 10).

Geographic Concentrations

The properties securing the Partnership’s MRBs are geographically dispersed throughout the United States with significant concentrations in Texas, California and South Carolina. The table below summarizes the geographic concentrations in these states as a percentage of the total MRB principal outstanding:

December 31, 2025December 31, 2024
California31%30%
Texas27%25%
South Carolina15%18%

The following tables represent a description of certain terms of the Partnership’s MRBs as of December 31, 2025, and 2024:

Property Name · Year Acquired · Location · Maturity Date · Base Interest Rate · Principal Outstanding as of December 31, 2025
15 West Apartments - Series A (3)2016Vancouver, WA7/1/20546.25%$9,190,524
40rty on Colony - Series P (4)2023La Mesa, CA6/1/20307.05%5,950,000
Agape Helotes - Series A-1 (4)2025Helotes, TX1/1/20656.25%6,060,000
Agape Helotes - Series B (4)2025Helotes, TX1/1/20658.00%7,623,744
Aventine Apartments (4)2024Bellevue, WA6/1/20317.68%9,500,000
Avistar at Copperfield - Series A (4)2017Houston, TX5/1/20545.75%13,042,027
Avistar on the Boulevard - Series A (4)2013San Antonio, TX3/1/20506.00%14,430,424
Avistar at the Crest - Series A (4)2013San Antonio, TX3/1/20506.00%8,470,504
Avistar (February 2013 Acquisition) - Series B (2 Bonds)2013San Antonio, TX4/1/20509.00%1,121,745
Avistar at the Oaks - Series A(4)2013San Antonio, TX8/1/20506.00%6,862,655
Avistar in 09 - Series A(4)2013San Antonio, TX8/1/20506.00%5,925,632
Avistar on the Hills - Series A(4)2013San Antonio, TX8/1/20506.00%4,698,326
Avistar (June 2013 Acquisition) - Series B (2 Bonds)2013San Antonio, TX9/1/20509.00%941,631
Avistar at the Parkway - Series A (2)2015San Antonio, TX5/1/20526.00%11,922,214
Avistar at the Parkway - Series B2015San Antonio, TX6/1/205212.00%121,562
Avistar at Wilcrest - Series A (4)2017Houston, TX5/1/20545.75%4,942,664
Avistar at Wood Hollow - Series A (4)2017Austin, TX5/1/20545.75%37,529,536
Bruton Apartments (3)2014Dallas, TX8/1/20546.00%16,869,420
CCBA Senior Garden Apartments(1)2022San Diego, CA7/1/20374.50%3,681,447
Columbia Gardens (3)2015Columbia, SC12/1/20505.50%11,905,000
Concord at Gulfgate - Series A (3)2015Houston, TX2/1/20326.00%17,721,824
Concord at Little York - Series A (3)2015Houston, TX2/1/20326.00%12,414,976
Concord at Williamcrest - Series A (3)2015Houston, TX2/1/20326.00%19,232,128
Courtyard - Series A (3)2016Fullerton, CA12/1/20335.00%9,557,426
Crossing at 1415 - Series A (3)2015San Antonio, TX12/1/20526.00%6,889,954
Decatur Angle (3)2014Fort Worth, TX1/1/20545.75%21,164,887
Esperanza at Palo Alto (3)2018San Antonio, TX7/1/20585.80%18,391,634
Glenview Apartments - Series A (2)2014Cameron Park, CA12/1/20315.75%4,180,438
Handsel Morgan Village Apartments(4)2023Buford, GA3/1/20416.75%2,150,000
Harden Ranch - Series A (1)2014Salinas, CA3/1/20305.75%6,150,834
Harmony Court Bakersfield - Series A (3)2016Bakersfield, CA12/1/20335.00%3,484,770
Harmony Terrace - Series A (3)2016Simi Valley, CA1/1/20345.00%6,452,743
Heights at 515 - Series A (3)2015San Antonio, TX12/1/20526.00%6,307,872
Heritage Square - Series A (2)2014Edinburg, TX9/1/20516.00%9,882,614
The Ivy Apartments (4)2023Greensville, SC2/1/20306.50%30,500,000
Jackson Manor Apartments (1)2021Jackson, MS5/1/20385.00%4,735,841
Las Palmas II - Series A (3)2016Coachella, CA11/1/20335.00%1,580,405
Live 929 Apartments - Series 2022A (4)2022Baltimore, MD1/1/20604.30%66,365,000
MaryAlice Circle Apartments (4)2023Buford, GA3/1/20416.75%5,900,000
Meadow Valley (4)2021Garfield Charter Township, MI12/1/20296.25%43,250,000
Montclair Apartments - Series A (2)2014Lemoore, CA12/1/20315.75%2,264,777
Montecito at Williams Ranch Apartments - Series A (1)2017Salinas, CA10/1/20345.50%7,301,933
Montevista - Series A (1)2019San Pablo, CA7/1/20365.75%6,502,767
Oaks at Georgetown - Series A (3)2016Georgetown, TX1/1/20345.00%11,530,770
Ocotillo Springs - Series A (1)2020Brawley, CA8/1/20384.35%3,420,248
Ocotillo Springs - Series A-1 (1)2023Brawley, CA8/1/20386.50%493,399
The Park at Sondrio - Series 2022A (4)2022Greenville, SC1/1/20306.50%38,100,000
The Park at Vietti - Series 2022A (4)2022Spartanburg, SC1/1/20306.50%26,985,000
Renaissance - Series A (2)2015Baton Rouge, LA6/1/20506.00%10,087,972
Residency at Empire - Series BB-1 (4)2022Burbank, CA12/1/20406.45%14,000,000
Residency at Empire - Series BB-2 (4)2022Burbank, CA12/1/20406.45%4,000,000
Residency at Empire - Series BB-3 (4)2022Burbank, CA12/1/20406.45%14,000,000
Residency at Empire - Series BB-4 (4)2022Burbank, CA12/1/20406.45%47,000,000
Residency at the Entrepreneur - Series J-1 (4)2022Los Angeles, CA3/31/20406.00%9,000,000
Residency at the Entrepreneur - Series J-2 (4)2022Los Angeles, CA3/31/20406.00%7,500,000
Residency at the Entrepreneur - Series J-3 (4)2022Los Angeles, CA3/31/20406.00%26,080,000
Residency at the Entrepreneur - Series J-4 (4)2022Los Angeles, CA3/31/2040SOFR + 3.60%16,420,000
Residency at the Entrepreneur - Series J-5 (4)2023Los Angeles, CA4/1/2026SOFR + 3.60%5,000,000
Residency at the Mayer - Series A (4)2021Hollywood, CA4/1/20397.25%16,700,000
Residency at the Mayer - Series KK (4)2025Hollywood, CA10/6/20267.25%11,500,000
The Safford (4)2023Marana, AZ10/10/20267.59%43,000,000
San Vicente - Series A (3)2016Soledad, CA11/1/20335.00%3,258,711
Santa Fe Apartments - Series A (2)2014Hesperia, CA12/1/20315.75%2,743,692
Seasons at Simi Valley - Series A (3)2015Simi Valley, CA9/1/20325.75%3,965,162
Seasons Lakewood - Series A (3)2016Lakewood, CA1/1/20345.00%6,873,574
Seasons San Juan Capistrano - Series A (3)2016San Juan Capistrano, CA1/1/20345.00%11,572,853
Silver Moon - Series A (2)2015Albuquerque, NM8/1/20556.00%7,312,227
Solano Vista - Series A(1)2018Vallejo, CA1/1/20365.85%2,569,997
Summerhill - Series A (3)2016Bakersfield, CA12/1/20335.00%6,000,718
Sycamore Walk - Series A (3)2015Bakersfield, CA1/1/20335.25%3,276,834
Tyler Park Townhomes (1)2013Greenfield, CA1/1/20305.75%5,352,891
The Village at Madera - Series A (3)2016Madera, CA12/1/20335.00%2,882,176
Village at Avalon (1)2018Albuquerque, NM1/1/20595.80%15,514,941
Village at Hanford Square - Series H (4)2023Hanford, CA5/1/20306.65%10,400,000
Village Point Apartments (5)2023Monroe, NJ6/1/20306.875%22,937,000
Village at River's Edge (3)2017Columbia, SC6/1/20336.00%9,383,233
Vineyard Gardens - Series A (1)2017Oxnard, CA1/1/20355.50%3,802,965
Wellspring Apartments (1)2024Long Beach, CA9/1/20394.85%3,751,025
Westside Village Market (1)2013Shafter, CA1/1/20305.75%3,498,104
Willow Run (3)2015Columbia, SC12/1/20505.50%11,739,000
Windsor Shores Apartments (4)2023Columbia, SC2/1/20306.50%21,545,000
Woodington Gardens Apartments - Series A-1 (4)2024Baltimore, MD5/1/20297.80%31,150,000
$987,519,370

(1)

2024 PFA Securitization Bond associated with the 2024 PFA Securitization Transaction and TEBS Residual Financing, Note 13.

(2)

MRB owned by ATAX TEBS III, LLC (M33 TEBS Financing), Note 13.

(3)

MRB owned by ATAX TEBS IV, LLC (M45 TEBS Financing), Note 13.

(4)

MRB held by Mizuho in a TOB trust financing transaction, Note 13.

(5)

MRB held by Barclays in a TOB trust financing transaction, Note 13.

Property Name · Year Acquired · Location · Maturity Date · Base Interest Rate · Principal Outstanding as of December 31, 2024
15 West Apartments - Series A (3)2016Vancouver, WA7/1/20546.25%$9,283,990
40rty on Colony - Series P (4)2023La Mesa, CA6/1/20307.05%5,950,000
Aventine Apartments (4)2024Bellevue, WA6/1/20317.68%9,500,000
Avistar at Copperfield - Series A (4)2017Houston, TX5/1/20545.75%13,215,029
Avistar on the Boulevard - Series A (4)2013San Antonio, TX3/1/20506.00%14,686,873
Avistar at the Crest - Series A (4)2013San Antonio, TX3/1/20506.00%8,621,036
Avistar (February 2013 Acquisition) - Series B (2 Bonds)2013San Antonio, TX4/1/20509.00%1,133,980
Avistar at the Oaks - Series A(4)2013San Antonio, TX8/1/20506.00%6,980,721
Avistar in 09 - Series A(4)2013San Antonio, TX8/1/20506.00%6,027,577
Avistar on the Hills - Series A(4)2013San Antonio, TX8/1/20506.00%4,779,156
Avistar (June 2013 Acquisition) - Series B (2 Bonds)2013San Antonio, TX9/1/20509.00%951,479
Avistar at the Parkway - Series A (2)2015San Antonio, TX5/1/20526.00%12,101,645
Avistar at the Parkway - Series B2015San Antonio, TX6/1/205212.00%122,165
Avistar at Wilcrest - Series A (4)2017Houston, TX5/1/20545.75%5,008,228
Avistar at Wood Hollow - Series A (4)2017Austin, TX5/1/20545.75%38,027,363
Bruton Apartments (3)2014Dallas, TX8/1/20546.00%17,050,526
CCBA Senior Garden Apartments(1)2022San Diego, CA7/1/20374.50%3,720,209
Columbia Gardens (3)2015Columbia, SC12/1/20505.50%12,099,000
Companion at Thornhill Apartments (3)2016Lexington, SC1/1/20525.80%10,484,096
Concord at Gulfgate - Series A (3)2015Houston, TX2/1/20326.00%17,963,286
Concord at Little York - Series A (3)2015Houston, TX2/1/20326.00%12,584,132
Concord at Williamcrest - Series A (3)2015Houston, TX2/1/20326.00%19,494,168
Copper Gate Apartments (1)2013Lafayette, IN12/1/20296.25%4,715,000
Courtyard - Series A (3)2016Fullerton, CA12/1/20335.00%9,668,469
Crossing at 1415 - Series A (3)2015San Antonio, TX12/1/20526.00%6,989,209
Decatur Angle (3)2014Fort Worth, TX1/1/20545.75%21,412,592
Esperanza at Palo Alto (3)2018San Antonio, TX7/1/20585.80%18,576,657
Glenview Apartments - Series A (2)2014Cameron Park, CA12/1/20315.75%4,248,118
Handsel Morgan Village Apartments(4)2023Buford, GA3/1/20416.75%2,150,000
Harden Ranch - Series A (1)2014Salinas, CA3/1/20305.75%6,256,135
Harmony Court Bakersfield - Series A (3)2016Bakersfield, CA12/1/20335.00%3,525,258
Harmony Terrace - Series A (3)2016Simi Valley, CA1/1/20345.00%6,527,329
Heights at 515 - Series A (3)2015San Antonio, TX12/1/20526.00%6,398,741
Heritage Square - Series A (2)2014Edinburg, TX9/1/20516.00%10,039,053
The Ivy Apartments (4)2023Greensville, SC2/1/20306.50%30,500,000
Jackson Manor Apartments (1)2021Jackson, MS5/1/20385.00%4,781,136
Las Palmas II - Series A (3)2016Coachella, CA11/1/20335.00%1,598,957
Live 929 Apartments - Series 2022A (4)2022Baltimore, MD1/1/20604.30%66,365,000
Lutheran Gardens2021Compton, CA2/1/20254.90%10,352,000
MaryAlice Circle Apartments (4)2023Buford, GA3/1/20416.75%5,900,000
Meadow Valley (4)2021Garfield Charter Township, MI12/1/20296.25%41,065,000
Montclair Apartments - Series A (2)2014Lemoore, CA12/1/20315.75%2,301,443
Montecito at Williams Ranch Apartments - Series A (1)2017Salinas, CA10/1/20345.50%7,374,111
Montevista - Series A (1)2019San Pablo, CA7/1/20365.75%6,556,878
Oaks at Georgetown - Series A (3)2016Georgetown, TX1/1/20345.00%11,664,053
Ocotillo Springs - Series A (1)2020Brawley, CA8/1/20384.35%3,455,419
Ocotillo Springs - Series A-1 (1)2023Brawley, CA8/1/20386.50%496,351
The Park at Sondrio - Series 2022A (4)2022Greenville, SC1/1/20306.50%38,100,000
The Park at Vietti - Series 2022A (4)2022Spartanburg, SC1/1/20306.50%26,985,000
Renaissance - Series A (2)2015Baton Rouge, LA6/1/20506.00%10,263,789
Residency at Empire - Series BB-1 (4)2022Burbank, CA12/1/20406.45%14,000,000
Residency at Empire - Series BB-2 (4)2022Burbank, CA12/1/20406.45%4,000,000
Residency at Empire - Series BB-3 (4)2022Burbank, CA12/1/20406.45%14,000,000
Residency at Empire - Series BB-4 (4)2022Burbank, CA12/1/20406.45%21,200,000
Residency at the Entrepreneur - Series J-1 (4)2022Los Angeles, CA3/31/20406.00%9,000,000
Residency at the Entrepreneur - Series J-2 (4)2022Los Angeles, CA3/31/20406.00%7,500,000
Residency at the Entrepreneur - Series J-3 (4)2022Los Angeles, CA3/31/20406.00%26,080,000
Residency at the Entrepreneur - Series J-4 (4)2022Los Angeles, CA3/31/2040SOFR + 3.60%16,420,000
Residency at the Entrepreneur - Series J-5 (4)2023Los Angeles, CA4/1/2025SOFR + 3.60%5,000,000
Residency at the Mayer - Series A (4)2021Hollywood, CA4/1/2039SOFR + 3.60%29,500,000
Residency at the Mayer - Series M (4)2024Hollywood, CA4/1/2039SOFR + 3.60%11,500,000
The Safford (4)2023Marana, AZ10/10/20267.59%37,348,957
San Vicente - Series A (3)2016Soledad, CA11/1/20335.00%3,296,965
Santa Fe Apartments - Series A (2)2014Hesperia, CA12/1/20315.75%2,788,112
Seasons at Simi Valley - Series A (3)2015Simi Valley, CA9/1/20325.75%4,025,911
Seasons Lakewood - Series A (3)2016Lakewood, CA1/1/20345.00%6,953,024
Seasons San Juan Capistrano - Series A (3)2016San Juan Capistrano, CA1/1/20345.00%11,706,622
Silver Moon - Series A (2)2015Albuquerque, NM8/1/20556.00%7,398,857
Solano Vista - Series A(1)2018Vallejo, CA1/1/20365.85%2,591,588
Summerhill - Series A (3)2016Bakersfield, CA12/1/20335.00%6,070,437
Sycamore Walk - Series A (3)2015Bakersfield, CA1/1/20335.25%3,330,230
The Palms at Premier Park Apartments (1)2013Columbia, SC1/1/20506.25%17,590,997
Tyler Park Townhomes (1)2013Greenfield, CA1/1/20305.75%5,445,686
The Village at Madera - Series A (3)2016Madera, CA12/1/20335.00%2,915,662
Village at Avalon (1)2018Albuquerque, NM1/1/20595.80%15,665,803
Village at Hanford Square - Series H (4)2023Hanford, CA5/1/20306.65%10,400,000
Village Point Apartments (5)2023Monroe, NJ6/1/20306.875%23,000,000
Village at River's Edge (3)2017Columbia, SC6/1/20336.00%9,477,407
Vineyard Gardens - Series A (1)2017Oxnard, CA1/1/20355.50%3,839,951
Wellspring Apartments (1)2024Long Beach, CA9/1/20394.85%3,870,922
Westside Village Market (1)2013Shafter, CA1/1/20305.75%3,558,747
Willow Run (3)2015Columbia, SC12/1/20505.50%11,930,000
Windsor Shores Apartments (4)2023Columbia, SC2/1/20306.50%21,545,000
Woodington Gardens Apartments - Series A-1 (4)2024Baltimore, MD5/1/20297.80%31,150,000
$1,002,151,235

(1)

2024 PFA Securitization Bond associated with the 2024 PFA Securitization Transaction and TEBS Residual Financing, Note 13.

(2)

MRB owned by ATAX TEBS III, LLC (M33 TEBS Financing), Note 13.

(3)

MRB owned by ATAX TEBS IV, LLC (M45 TEBS Financing), Note 13.

(4)

MRB held by Mizuho in a TOB trust financing transaction, Note 13.

(5)

MRB held by Barclays in a TOB trust financing transaction, Note 13.

  1. Governmental Issuer Loans

The Partnership invests in GILs that are issued by state or local governmental authorities to finance the construction of affordable multifamily properties. The Partnership expects and believes the interest earned on the GILs is excludable from gross income for federal income tax purposes. GILs do not constitute an obligation of any government, agency or authority and no government, agency or authority is liable for them, nor is the taxing power of any state government pledged to the payment of principal or interest on the GILs. Each GIL is secured by a mortgage on all real and personal property of the affordable multifamily property. A first mortgage lien position with property loans and/or taxable GILs owned by the Partnership is shared with certain GILs (Notes 6 and 9). Sources of the funds to pay principal and interest on a GIL consist of the net cash flow or the sale or refinancing proceeds from the secured property and limited-to-full payment guaranties provided by affiliates of the borrower.

All GILs were held in trust in connection with TOB trust financings as of December 31, 2025 and 2024 (Note 13), with the exception of the Natchitoches Thomas Apartments GIL as of December 31, 2024 and Residency at Sky Village Hollywood GIL as of December 31, 2025. Typically, at closing, Freddie Mac, through a servicer, has forward committed to purchase the GIL at maturity at par if the property has reached stabilization and other conditions are met.

The Partnership had the following GIL investments as of December 31, 2025 and 2024:

Property Name · Month Acquired · PropertyLocation · Units · MaturityDate · Interest Rate · Current InterestRate · AmortizedCost
Poppy Grove I (1), (2)September 2022Elk Grove, CA1474/1/20266.78%6.78%40,888,328
Poppy Grove II (1), (2)September 2022Elk Grove, CA824/1/20266.78%6.78%24,050,000
Poppy Grove III (1), (2)September 2022Elk Grove, CA1585/1/20266.78%6.78%44,819,507
Residency at Sky Village Hollywood (3)December 2025Hollywood, CA52312/31/2030SOFR + 3.20%(4)7.04%29,000,000
910$138,757,835

(1)

Freddie Mac, through a servicer, has forward committed to purchase the GIL at maturity at par if the property has reached stabilization and other conditions are met. The Freddie Mac servicer that has forward committed to purchase the GIL at maturity is an affiliate of the Partnership (Note 20).

(2)

The Partnership has agreed to provide a subordinate GIL after the execution of Freddie Mac’s forward purchase commitment if needed by the property. The potential subordinate GIL amounts are up to $3.8 million, $2.2 million, and $4.2 million for Poppy Grove I, Poppy Grove II, and Poppy Grove III, respectively.

(3)

The Residency at Sky Village Hollywood GIL is considered to be available-for-sale sale and reported at fair value, which approximated amortized cost as of December 31, 2025. The Partnership expects to sell the GIL into the Construction Lending JV in the future.

(4)

The variable index interest rate component is subject to an all-in floor of 6.95%. The borrower has the option to convert to fixed rate within 210 days of closing equal to the greater of: (a) the 5-year SOFR Swap Rate +3.40% or (b)6.95%.

Property Name · Month Acquired · PropertyLocation · Units · MaturityDate (1) · InterestRate (2) · Current InterestRate · AmortizedCost
Legacy Commons at Signal Hills (3)January 2021St. Paul, MN2472/1/2025SOFR + 3.07%7.60%$34,620,000
Osprey Village (3)July 2021Kissimmee, FL3832/1/2025SOFR + 3.07%7.64%60,000,000
Willow Place Apartments (3)September 2021McDonough, GA1822/1/2025SOFR + 3.30%7.87%20,702,594
Willow Place Apartments SupplementalNovember 2023McDonough, GAn/a2/1/2025SOFR + 3.45%8.02%1,500,000
Poppy Grove I (3), (4)September 2022Elk Grove, CA1474/1/20256.78%6.78%35,688,328
Poppy Grove II (3), (4)September 2022Elk Grove, CA824/1/20256.78%6.78%21,541,300
Poppy Grove III (3), (4)September 2022Elk Grove, CA1584/1/20256.78%6.78%33,550,000
Sandy Creek Apartments (3)August 2023Bryan, TX1409/1/20267.83% (5)7.83%12,100,000
Natchitoches Thomas Apartments (3), (6)December 2024Natchitoches, LA1207/1/20277.92%7.92%6,500,000
1,459$226,202,222

(1)

The borrowers may elect to extend the maturity dates by six months upon meeting certain conditions, which may include payment of a non-refundable extension fee.

(2)

The variable index interest rate components are typically subject to floors that range from 0.25% to 0.50%.

(3)

Freddie Mac, through a servicer, has forward committed to purchase the GIL at maturity at par if the property has reached stabilization and other conditions are met. The Freddie Mac servicer that has forward committed to purchase the GIL at maturity is an affiliate of the Partnership (Note 20).

(4)

The Partnership has agreed to provide a subordinate GIL after the execution of Freddie Mac’s forward purchase commitment if needed by the property. The potential subordinate GIL amounts are up to $3.8 million, $2.2 million, and $4.2 million for Poppy Grove I, Poppy Grove II, and Poppy Grove III, respectively.

(5)

The interest rate will convert to a variable rate of Term SOFR +2.80% on February 1, 2025.

(6)

The Natchitoches Thomas Apartments GIL was considered to be available-for-sale sale and reported at fair value, which approximated amortized cost as of December 31, 2024. The Partnership expects to sell the GIL into the Construction Lending JV in the future.

The Partnership has accrued interest receivable related to its GILs of approximately$698,000 and approximately$1.4 million as of December 31, 2025 and 2024, respectively, that is reported as "Interest receivable, net" in the Partnership’s consolidated balance sheets.

An entity that is an affiliate of the borrowers for the Poppy Grove GILs, Poppy Grove taxable GILs (Note 9), and Gateway and Yarbrough Predevelopment Project taxable MRB (Note 9) has provided payment guaranties with total outstanding principal of approximately$109.8 million,$43.9 million, and $800,000, respectively, as of December 31, 2025.

The Partnership has remaining commitments to provide funding of certain GILs on a draw-down basis during construction and/or rehabilitation of the secured properties as of December 31, 2025. See Note 16 for further information regarding the Partnership's remaining GIL funding commitments.

See Note 10 for information regarding the Partnership’s allowance for credit losses.

During 2025, the following GILs were purchased by Freddie Mac through a servicer and all principal and accrued interest amounts due were paid in full:

Property NameMonthRedeemedPrincipal Proceeds
Osprey VillageJanuary 2025$60,000,000
Willow Place ApartmentsJanuary 202520,702,594
Willow Place Apartments SupplementalJanuary 20251,500,000
Legacy Commons at Signal HillsMay 202534,620,000
Sandy Creek ApartmentsOctober 202512,100,000
$128,922,594

In January 2025, the Partnership recognized a fee of approximately $87,000 in other income in connection with an extension of the maturity date of the Legacy Commons at Signal Hills GIL to August 2025.

In February 2025, the borrowers for Poppy Grove I, Poppy Grove II , and Poppy Grove III re-allocated $5.2 million, $1.8 million, and $5.7 million, respectively, from a taxable GIL (Note 9) to a GIL for each property. The Partnership received no net proceeds and advanced no net funding upon re-allocation.

In April 2025, the Partnership sold the Natchitoches GIL to the Construction Lending JV at par plus accrued interest for gross proceeds of approximately $6.5 million. The Partnership also novated an interest rate swap associated with the expected TOB financing associated with the investment asset.

During the year ended December 31, 2025, the Partnership recognized fees totaling approximately $577,000 in other income in connection with multiple extensions of the maturity dates of the Poppy Grove I, Poppy Grove II, and Poppy Grove III GILs and taxable GILs. As of December 31, 2025, the maturity dates of the Poppy Grove I, Poppy Grove II, and Poppy Grove III GILs and taxable GILs were March 2026, April 2026, and May 2026, respectively. There were no additional material changes to terms associated with the Poppy Grove I, Poppy Grove II, and Poppy Grove III GILs and taxable GILs.

In December 2025, the Partnership entered into a $34.0 million GIL commitment to provide construction financing for Residency at Sky Village Hollywood, of which $29.0 million was funded as of December 31, 2025. The commitment will increase to $161.5 million upon the borrower meeting certain conditions, including closing of a forward financing commitment from an acceptable lender and identification of a LIHTC equity investor.

During 2024, the following GILs were purchased by Freddie Mac through a servicer and all principal and accrued interest amounts due were paid in full:

Property NameMonthRedeemedPrincipal Proceeds
Hope on AvalonJanuary 2024$23,390,000
Magnolia HeightsSeptember 202420,400,000
$43,790,000

During 2024 the following GIL had a partial principal repayment:

Property NameMonthRepaidPrincipal Proceeds
Willow Place ApartmentsAugust 2024$4,297,406

During 2024, the Partnership recognized fees of approximately $431,000 in other income in connection with extensions of the maturity dates of the Legacy Commons at Signal Hills GIL, the Magnolia Heights GIL, the Osprey Village GIL, the Willow Place Apartments GIL and the Willow Place Apartments Supplemental GIL.

In December 2024, the Partnership entered into a $19.0 million GIL commitment to provide acquisition/rehabilitation financing for Natchitoches Thomas Apartments.

  1. Property Loans

Thefollowing tables summarize the Partnership’s property loans, net of asset specific allowances for credit losses, as of December 31, 2025 and 2024:

Outstanding Balance · Asset-Specific Allowance for Credit Losses · Property Loan Principal,net of allowance · Maturity Date · Interest Rate
Mezzanine Financing (1)
SoLa Impact Opportunity Zone Fund$38,824,000$-$38,824,0003/31/20269.00%
The Centurion Foundation7,250,000-7,250,0006/15/203910.50%
Subtotal46,074,000-46,074,000
Other
The 50/50 (a former MF Property) (2)$4,315,094$-$4,315,0943/11/20489.00%
Live 929 Apartments495,000(495,000)-7/31/20498.00%
Sandoval Flats (3)1,000,000-1,000,00012/1/20277.48%
Opportunity South Carolina1,715,133(1,715,133)-2/1/203010.00%
Subtotal7,525,227(2,210,133)5,315,094
Total$53,599,227$(2,210,133)$51,389,094(4)

(1)

The property loans are held in trust in connection with a TOB trust financing (Note 13).

(2)

The property loan is unsecured, will be repaid from net cash flows of the property, and is subordinate to the mortgage debt of the property. The change in the outstanding balance from December 31, 2024 is related to an immaterial out-of-period adjustment to the initial loan value. See Note 2 for additional information.

(3)

The Sandoval Flats property loan was considered to be held-for-sale and reported at fair value, which approximated amortized cost as of December 31, 2025. The Partnership expects to sell the property loan into the Construction Lending JV in the future.

(4)

The Partnership has also recorded a CECL allowance for credit losses utilizing a pooled approach per ASC 326 associated with its property loans of approximately $1.3 million.

Outstanding Balance · Asset-Specific Allowance for Credit Losses · Property Loan Principal,net of allowance · Maturity Date · Interest Rate
Senior Construction Financing (1)
Sandy Creek Apartments7,830,000-7,830,0009/1/20268.63% (2)
Subtotal7,830,000-7,830,000
Mezzanine Financing (3)
SoLa Impact Opportunity Zone Fund$33,380,000$-$33,380,00012/30/20257.875%
The Centurion Foundation$7,250,000$-$7,250,0006/15/203910.50%
Subtotal40,630,000-40,630,000
Other
The 50/50 (a former MF Property) (4)$7,109,611$-$7,109,6113/11/20489.00%
Live 929 Apartments495,000(495,000)-7/31/20498.00%
Sandoval Flats (5)1,000,000-1,000,00012/1/20277.48%
Subtotal8,604,611(495,000)8,109,611
Total$57,064,611$(495,000)$56,569,611

(1)

The property loans are held in trust in connection with TOB trust financings (Note 13). The property loans and associated GILs are on parity and share a first mortgage lien position on all real and personal property associated with the underlying property. Affiliates of the borrowers have guaranteed limited-to-full payment of principal and accrued interest on the property loans. The borrowers may elect to extend the maturity dates by six months upon meeting certain conditions, which may include payment of a non-refundable extension fee.

(2)

The interest rate will convert to a variable rate of Term SOFR +3.35% on February 1, 2025.

(3)

The property loans are held in trust in connection with TOB trust financings (Note 13).

(4)

The property loan is unsecured, will be repaid from net cash flows of the property, and is subordinate to the mortgage debt of the property

(5)

The Sandoval Flats property loan was considered to be held-for-sale and reported at fair value, which approximated amortized cost as of December 31, 2024. The Partnership expects to sell the GIL into the Construction Lending JV in the future.

The Partnership has accrued interest receivable related to its property loans of approximately$371,000 and$354,000 as of December 31, 2025 and 2024, respectively, that is reported as "Interest receivable, net" in the Partnership’s consolidated balance sheets.

Two entities that are affiliates of the Sandoval Flats property loan have provided limited-to-full payment guaranties as of December 31, 2025. The same affiliates also provide guaranties for The Safford MRB.

The Partnership has remaining commitments to provide additional funding of certain property loans during construction of the secured properties as of December 31, 2025. See Note 16 for further information regarding the Partnership’s remaining property loan funding commitments.

See Note 10 for information regarding the Partnership’s allowance for credit losses related to its property loans.

The following property loan principal payments were received during the year ended December 31, 2025:

Property NameMonthRepaidPrincipal Proceeds
Sandy Creek ApartmentsJanuary 2025$7,241,754
SoLa Impact Opportunity Zone FundMarch 2025556,000
Sandy Creek ApartmentsApril 2025588,246
$8,386,000

During the year ended December 31, 2025, the Partnership advanced funds of approximately $1.7 million to Opportunity South Carolina to finance the funding of reserves, operating deficits and other operating expenses. Opportunity South Carolina is the borrower associated with The Park at Sondrio MRBs, The Park at Vietti MRBs, and the Windsor Shores Apartments MRBs. The property loan is in non-accrual status as of December, 2025 because interest payments under the loan are not required until maturity and operations at the related properties are stressed.

In June 2025, the Partnership advanced additional funds of $6.0 million to the SoLa Impact Opportunity Zone Fund and the interest rate was changed to 9.00%. There were no additional changes to terms or fees associated with the additional loan proceeds and interest rate update.

In December 2025, the Partnership received an interest payment of approximately $100,000 on The 50/50 property loan. The property loan was in non-accrual status as of December 31, 2025. See Note 10 for further information.

In June 2024, the Partnership executed a property loan to The Centurion Foundation, Inc. in the amount of $7.3 million to facilitate the purchase of a portfolio of nine essential healthcare support buildings located in eastern Pennsylvania that were then leased to an investment grade rated non-profit healthcare system. The Partnership’s loan is subordinate to the senior debt of the borrower which is secured by a first priority security interest in master lease payments guaranteed by the healthcare system.

In June 2024, the Partnership recognized a fee of approximately $20,000 in other income in connection with an extension of the maturity date of the Magnolia Heights property loan to October 1, 2024.

In November 2024, the Partnership committed to provide a subordinate property loan up to $29.8 million for the construction of Sandoval Flats.

In December 2024, the Partnership recognized a fee of approximately $167,000 in other income in connection with an extension of the maturity date of the SoLa Impact Opportunity Zone Fund property loan to December 2025.

In December 2024, the Partnership received an interest payment of approximately $174,000 on The 50/50 property loan. The property loan was in non-accrual status as of December 31, 2024. See Note 10 for further information.

The following property loan principal payments were received during the year ended December 31, 2024:

Property NameMonthRedeemedPrincipalProceeds
Legacy Commons at Signal HillsFebruary 2024$32,233,972
Osprey VillageFebruary 202414,998,296
Osprey Village SupplementalFebruary 20244,600,000
Willow Place ApartmentsFebruary 202418,875,606
Willow Place Apartments SupplementalFebruary 20241,115,320
SoLa Impact Opportunity Zone FundMarch 2024500,000
Avistar (February 2013 portfolio)May 2024201,972
Avistar (June 2013 portfolio)May 2024251,622
Magnolia HeightsSeptember 20248,118,546
SoLa Impact Opportunity Zone FundOctober 2024165,000
$81,060,334
  1. Investments in Unconsolidated Entities

The Partnership has non-controlling investments in unconsolidated entities. The Partnership applies the equity method of accounting by initially recording these investments at cost, subsequently adjusted for accrued preferred returns, the Partnership’s share of earnings (losses) of the unconsolidated entities, cash contributions, and distributions. The carrying value of the equity investments, and the limited guaranties of construction loans disclosed in Note 16, represent the Partnership’s maximum exposure to loss. The Partnership is entitled to a preferred return on invested capital in each unconsolidated entity. The Partnership’s preferred return is reported as “Investment income” on the Partnership’s consolidated statements of operations.

An affiliate of the Vantage Properties guarantees a preferred return on the Partnership’s invested capital through a date approximately five years after commencement of construction in connection with each Vantage Property.

The following table provides the details of the investments in unconsolidated entities as of December 31, 2025 and 2024:

Property Name · Location · Units · Construction Commencement Date · Construction Completion Date · Carrying Value as of December 31, 2025 · Carrying Value as of December 31, 2024
Market Rate Multifamily Investments
Vantage at HuttoHutto, TX288December 2021December 2023$14,988,329$14,573,715
Vantage at LovelandLoveland, CO288April 2021October 202421,098,73526,560,347
Vantage at Fair OaksBoerne, TX288September 2021May 202314,346,22413,535,176
Vantage at McKinney FallsMcKinney Falls, TX288December 2021July 202416,076,44015,633,593
Freestone GreeleyGreeley, CO296N/AN/A5,909,7106,230,785
Freestone Cresta BellaSan Antonio, TX296February 2023November 202413,701,64016,759,593
The Jessam at Hays FarmHuntsville, AL318July 2023December 202516,125,44817,696,609
Freestone GreenvilleGreenville, TX300April 2024September 202517,175,69720,853,691
Freestone LaderaLadera, TX288August 2024December 202517,085,7329,804,364
Subtotal136,507,955141,647,873
Market Rate Seniors Housing Investments
Valage Senior Living Carson ValleyMinden, NV102(1)February 2023April 20252,531,5408,471,445
Valage Senior Living Mt. RoseReno, NV122N/AN/A6,913,343-
Subtotal9,444,8838,471,445
Other Investments
Construction Lending JV (2)N/AN/AN/AN/A347,006-
Previously Sold Investments
Vantage at TomballTomball, TX288August 2020April 2022-14,199,870
Vantage at HelotesHelotes, TX288May 2021November 2022-15,090,681
Subtotal-29,290,551
$146,299,844$179,409,869

(1)

Valage Senior Living Carson Valley is a seniors housing property with 102 beds in 88 units.

(2)

The Construction Lending JV invests in loans to finance the construction and/or rehabilitation of affordable multifamily housing properties across the United States, similar to the Partnership’s current GIL, taxable GIL and property loan investments

In October 2024, the Partnership entered into the Construction Lending JV to invest in loans to finance the construction and/or rehabilitation of affordable multifamily housing properties across the United States, similar to the Partnership’s current GIL, taxable GIL and property loan investments. The Partnership has committed to provide 10% of the total capital for the Construction Lending JV with the remainder funded by third-party investors with each party contributing their respective proportionate capital contributions upon funding of future investments. The Partnership’s maximum capital contribution to the Construction Lending JV is approximately $15.0 million as of December 31, 2025. A wholly owned subsidiary of the Partnership is the Construction Lending JV’s managing member responsible for identifying, evaluating, underwriting, and closing investments, subject to the conditions of the joint venture and third-party investor evaluation and approval. The Partnership earns proportionate returns on its invested capital plus promote income if the joint venture meets certain earnings thresholds. The Partnership accounts for its investment in the Construction Lending JV using the equity method. The Partnership made its first capital contribution to the Construction Lending JV in April 2025.

The Partnership has remaining commitments to provide additional equity funding for certain unconsolidated entities as of December 31, 2025. See Note 16 for further details regarding the Partnership's remaining funding commitments.

Certain immaterial out-of-period adjustments related to the Partnership's investments in unconsolidated entities were made during the year ended December 31, 2025. See Note 2 for additional information.

Thefollowing table summarizes sales information of the Partnership’s investments in unconsolidated entities during the year ended December 31, 2025:

Property Name · Location · Units · Month Sold · Gross Proceeds to the Partnership · Investment Income · Gain on Sale
Vantage at TomballTomball, TX288January 2025$14,199,870$-$-
Vantage at CoventryOmaha, NE294(1)5,220-5,220
Vantage at Helotes (2)Helotes, TX288May 202517,083,5561,829,525148,577
Vantage at O'ConnorSan Antonio, TX288(3)32,166-32,166
$31,320,812$1,829,525$185,963

(1)

In February 2025, the Partnership received sales proceeds of approximately $5,000 associated with final settlements of the Vantage at Coventry sale in January 2023. The Partnership recognized the amount in “Gain on sale of investments in unconsolidated entities” on the Partnership’s condensed consolidated statement of operations.

(2)

Vantage at Helotes, at the direction of its managing member, sold substantially all its assets to a non-profit entity that financed the purchase by issuing tax-exempt and taxable bonds. The Partnership acquired two MRBs issued by the buyer to finance the purchase of the property (see Note 4). In December 2025, the Partnership's gain on sale was reduced by approximately $15,000 associated with final settlement of the Vantage at Helotes sale in May 2025.

(3)

In June 2025, the Partnership received sales proceeds of approximately $32,000 associated with final settlements of the Vantage at O'Connor sale in July 2022. The Partnership recognized the amount in “Gain on sale of investments in unconsolidated entities” on the Partnership’s condensed consolidated statement of operations.

During the year ended 2025, the Partnership advanced funds beyond its original commitments to four Vantage Properties, Freestone at Cresta Bella, and The Jessam at Hays Farm totaling approximately $4.1 million to cover additional interest costs.

New Equity Commitments

In December 2025, the Partnership executed an $14.5 million equity commitment to fund the construction of Valage Senior Living Mt. Rose in Reno, NV.

Thefollowing table summarizes sales information of the Partnership’s investments in unconsolidated entities during the year ended December 31, 2024:

Property Name · Location · Units · Month Sold · Gross Proceeds to the Partnership · Investment Income · Gain (Loss) on Sale
Vantage at CoventryOmaha, NE294(1)$50,000$-$50,000
Vantage at Westover HillsSan Antonio, TX288(2)6,986-6,986
Vantage at MurfreesboroMurfreesboro, TN288(3)60,858-60,858
$117,844$-$117,844

(1)

In January 2024, the Partnership received sales proceeds of approximately $50,000 associated with final settlements of the Vantage at Coventry sale in January 2023. The Partnership recognized the amount in “Gain on sale of investments in unconsolidated entities” on the Partnership’s consolidated statement of operations.

(2)

In May 2024, the Partnership received sales proceeds of approximately $7,000 associated with final settlements of the Vantage at Westover Hills sale in May 2022. The Partnership recognized the amount in “Gain on sale of investments in unconsolidated entities” on the Partnership’s consolidated statement of operations.

(3)

In December 2024, the Partnership received tax refund proceeds of approximately $61,000 primarily associated with final settlements of the Vantage at Murfreesboro sale in March 2022. The Partnership recognized the amount in “Gain on sale of investments in unconsolidated entities” on the Partnership’s consolidated statements of operations.

During the year ended December 31, 2024, the Partnership advanced funds beyond its original commitments to five Vantage Properties totaling $9.0 million to cover additional construction and interest costs.

Activity in 2023:

The following table summarizes sales information of the Partnership’s investments in unconsolidated entities during the year ended December 31, 2023:

Property Name · Location · Units · Month Sold · Gross Proceeds to the Partnership · Investment Income · Gain (Loss) on Sale
Vantage at Stone CreekOmaha, NE294January 2023$14,689,244$108,295$9,114,980
Vantage at CoventryOmaha, NE294January 202313,220,218135,5016,258,133
Vantage at MurfreesboroMurfreesboro, TN288(1)(6,184)-(6,184)
Vantage at O'ConnorSan Antonio, TX288(2)(11,744)-(11,744)
Vantage at ConroeConroe, TX288June 202319,828,0602,065,6087,337,828
Vantage at PowdersvillePowdersville, SC288(3)32,385-32,385
$47,751,979$2,309,404$22,725,398

(1)

In February 2023, the Partnership returned sales proceeds of approximately $6,200 associated with final settlements of the Vantage at Murfreesboro sale in March 2022. The Partnership recognized the amount in “Gain on sale of investments in unconsolidated entities” on the Partnership’s consolidated statements of operations.

(2)

In May 2023, the Partnership returned sales proceeds of approximately $12,000 associated with final settlements of the Vantage at O’Connor sale in July 2022. The Partnership recognized the amount in "Gain on sale of investments in unconsolidated entities" on the Partnership’s consolidated statements of operations.

(3)

In August 2023, the Partnership received sales proceeds of approximately $32,000 associated with final settlements of the Vantage at Powdersville sale in May 2021. The Partnership recognized the amount in “Gain on sale of investments in unconsolidated entities” on the Partnership’s consolidated statements of operations.

Summarized Unconsolidated Entity Level Financial Data

The following table provides summary combined financial information for the properties underlying the Partnership’s investments in unconsolidated entities as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023:

December 31, 2025December 31, 2024
Assets$473,870,616$456,310,813
Liabilities$359,584,450$307,735,879
For the Years Ended December 31,
2025 · 2024 · 2023
Property revenues$24,808,716$19,953,172$13,321,584
Interest income$873,755$-$-
Gain on sale$18,186,108$-$56,959,112
Net income (loss)$(7,543,266)$(16,168,741)$48,500,277
  1. Real Estate Assets

The Partnership owns real estate assets through a consolidated VIE, as described in Note 3. The Partnership also invests in land with plans to develop into rental properties or for future sale. These investments are reported as “Land held for development” below. The following tables summarize information regarding the Partnership’s real estate assets as of December 31, 2025 and 2024:

December 31, 2025 · December 31, 2024
Property Name · Location · Land and LandImprovements · Buildings andImprovements · Carrying Value · Land and LandImprovements · Buildings andImprovements · Carrying Value
Vantage at San Marcos (1)San Marcos, TX$2,513,092$-$2,513,092$2,660,615$1,136,167$3,796,782
Land held for developmentRichland County, SC1,109,482-1,109,4821,109,482-1,109,482
Real estate assets$3,622,574$4,906,264

(1)

The assets are owned by a consolidated VIE for future development of a market-rate multifamily property. See Note 3 for further information.

In February 2025, Vantage at San Marcos received proceeds of approximately $1.4 million, net of selling costs, upon sale of a parcel of land. Proceeds from the sale were used to pay down outstanding principal on the associated mortgage payable (Note 14).

In December 2023, the Partnership sold the Suites on Paseo MF Property for gross proceeds of approximately $40.7 million. A portion of the proceeds were used to pay closing costs and to repay $25.0 million of principal on the related mortgage payable. The Partnership recognized a gain on sale of approximately $10.4 million. The Partnership incurred costs of approximately $403,000 related to the sale which reduced the Partnership's gain on sale. In June 2024, the Partnership received its final sales proceeds associated with the sale of the Suites on Paseo MF Property and the Partnership recognized a gain on sale of approximately $64,000 for the year ended December 31, 2024.

Net loss, exclusive of the gains on sale, related to the Suites on Paseo MF Property for the years ended December 31, 2025, 2024, and 2023 was as follows

For the Years Ended December 31,
2025 · 2024 · 2023
Net loss$-$-$(234,776)
  1. Other Assets

The following table summarizes the Partnership’s other assets as of December 31, 2025 and 2024:

December 31, 2025December 31, 2024
Deferred financing costs, net$659,420$653,510
Derivative instruments at fair value (Note 15)1,338,1756,980,820
Taxable mortgage revenue bonds, at fair value43,162,71426,671,085
Taxable governmental issuer loans:
Taxable governmental issuer loans44,879,46514,157,672
Allowance for credit losses (Note 10)(244,000)(76,000)
Taxable governmental issuer loans, net44,635,46514,081,672
Bond purchase commitment, at fair value (Note 16)3,323,510-
Other assets1,507,5121,462,333
Total other assets$94,626,796$49,849,420

The Partnership has remaining commitments to provide additional funding of taxable MRBs and taxable GILs during construction and/or rehabilitation of the secured properties as of December 31, 2025. See Note 16 for further information regarding the Partnership’s remaining taxable GIL and taxable MRB funding commitments.

See Note 10 for information regarding the Partnership’s allowance for credit losses related to its taxable GILs and taxable MRBs.

See Note 21 for a description of the methodology and significant assumptions for determining the fair value of derivative instruments, taxable MRBs, taxable GILs, and bond purchase commitments. Unrealized gains or losses on derivative instruments are reported as “Net result from derivative transactions” in the Partnership’s consolidated statements of operations. Unrealized gains and losses on taxable MRBs, taxable GILs, and bond purchase commitments are recorded in the Partnership’s consolidated statements of comprehensive income to reflect changes in their estimated fair values resulting from market conditions and fluctuations in the present value of the expected cash flows from the assets.

As of December 31, 2025, nine taxable MRBs and three taxable GILs with reported carrying values totaling approximately$77.2 million were held in trust in connection with TOB trust financings (Note 13).

The following table includes details of the taxable MRBs and taxable GIL acquired duringthe year ended December 31, 2025:

Property Name · MonthAcquired · Property Location · Maturity Date · Interest Rate · Initial Principal Funding · Total Commitment
Taxable MRBs
Gateway and Yarbrough Predevelopment ProjectJune 2025West Sacramento, CA7/1/20269.00%$800,000$2,000,000
Triangle Square Predevelopment ProjectJuly 2025Raleigh, NC7/3/20269.00%6,000,0009,300,000
Subtotal$11,300,000
Taxable GIL
Residency at Sky Village HollywoodDecember 2025Hollywood, CA12/31/2030SOFR + 3.80%(1)$1,000,000$1,000,000
Total$12,300,000

(1)

The variable index interest rate component is subject to an all-in floor of 7.50%. The borrower has the option to convert to fixed rate within 210 days of closing equal to the greater of: (a) the 5-year SOFR Swap Rate +3.90% or (b)7.50%.

In February 2025, the borrower for the Poppy Grove I, Poppy Grove II, and Poppy Grove III taxable GILs re-allocated $5.2 million, $1.8 million, and $5.7 million, respectively, from a taxable GIL to a GIL (Note 5). There were no additional material changes to terms associated with the Poppy Grove I, Poppy Grove II, and Poppy Grove III GILs and taxable GILs. The following table summarizes terms of the principal repaid:

Property NameMonthRepaidProperty LocationUnitsOriginalMaturity DateInterest RatePrincipalRepaid
Poppy Grove IFebruary 2025Elk Grove, CA1474/1/20256.78%$5,200,000
Poppy Grove IIFebruary 2025Elk Grove, CA824/1/20256.78%1,800,000
Poppy Grove IIIFebruary 2025Elk Grove, CA1584/1/20256.78%5,700,000
Total$12,700,000

In April 2025, the Partnership sold the Natchitoches taxable GIL to the Construction Lending JV at par plus accrued interest for gross proceeds of approximately $1.0 million. The Partnership also novated an interest rate swap associated with the expected TOB financing associated with the investment asset.

In November 2025, the Partnership recognized a fee of approximately $5,000 in other income in connection with an extension of the maturity date of the Residency at Empire taxable MRB to June 1, 2026.

The following table includes details of the taxable MRB and taxable GIL acquired during the year ended December 31, 2024:

Property NameDate CommittedMaturity DateInitial Principal FundingTotal Commitment
Taxable MRB
Woodington Gardens Apartments - Series A-2April 20245/1/2029$2,577,000$2,577,000
Taxable GIL
Natchitoches Thomas ApartmentsDecember 20247/1/2027$1,000,000$4,000,000
Total$3,577,000$6,577,000

The following taxable MRB and taxable GIL principal payments were received during the year ended December 31, 2024:

Property Name · Redemption Date · Location · Units · OriginalMaturity Date · Interest Rate · PrincipalOutstanding atDate ofRedemption
Taxable MRBs
Residency at the Mayer Series A-T (1)March 2024Hollywood, CA7910/1/2024SOFR + 3.70%(2)$11,500,000
Residency at the Mayer Series A-TSeptember 2024Hollywood, CA7910/1/2024SOFR + 3.70%(2)1,000,000
Subtotal$12,500,000
Taxable GIL
Hope on AvalonJanuary 2024Los Angeles, CA882/1/2024SOFR + 3.55%$10,573,000
Total$23,073,000

(1)

The borrower re-allocated $11.5 million of previously provided funding from a taxable MRB to a new MRB during the acquisition and rehabilitation phase of the property.

(2)

The interest rate is subject to an all-in floor of 3.95%.

  1. Allowance for Credit Losses

On January 1, 2023, the Partnership adopted ASC 326 which replaced the incurred loss methodology with an expected loss model known as the CECL model. See Note 2 for further discussion of the Partnership’s allowance for credit losses accounting policy.

The Partnership considers key credit quality indicators when estimating expected credit losses for assets recorded at amortized cost. Such assets primarily finance the construction or rehabilitation of affordable multifamily properties. The GILs are primarily repaid through a conversion to permanent financing pursuant to a forward commitment from Freddie Mac dependent on completion of construction and various other conditions that each property must meet. The property loans related to GILs are primarily to be repaid from future equity contributions by investors and other forward financing commitments provided by various parties. If Freddie Mac is not required to purchase the GIL and payment of the property loans from available sources is not made, the GIL and associated property loan will have defaulted, and the Partnership has the right to foreclose on the underlying property, the associated LIHTCs, and enforce the guaranty provisions against affiliates of the individual property borrower. Accordingly, the Partnership’s key credit quality indicators include, but are not limited to, construction status of the property, financial strength of borrowers and guarantors, adequacy of capitalized interest reserves, lease up and occupancy of the property, the status of other conversion conditions, and operating results of the underlying property. The property loans secured by other multifamily properties are repaid through property operations or future sales proceeds.

The following table summarizes the changes in the Partnership’s allowance for credit losses for the years ended December 31, 2025, 2024 and 2023:

Governmental Issuer Loans · Taxable Governmental Issuer Loans · Property Loans · Unfunded Commitments · Total
Balance, beginning of period$1,038,000$76,0001,930,000$186,000$3,230,000
Current provision for credit losses (1)(429,000)168,0001,547,134(186,000)1,100,134
Balance, end of period$609,000$244,000$3,477,134$-$4,330,134

(1)

The current provision for credit losses includes an asset-specific allowance of approximately $1.2 million related to the Opportunity South Carolina property loan.

Governmental Issuer LoansTaxable Governmental Issuer LoansProperty LoansUnfunded CommitmentsTotal
Balance, beginning of period$1,294,000$77,000$2,048,000$678,000$4,097,000
Current provision for credit losses(256,000)(1,000)(118,000)(492,000)(867,000)
Balance, end of period$1,038,000$76,000$1,930,000$186,000$3,230,000
Governmental Issuer Loans · Taxable Governmental Issuer Loans · Property Loans · Unfunded Commitments · Total
Balance, beginning of period$-$-$495,000$-$495,000
Cumulative-effect adjustment upon adoption2,145,00079,0002,108,0001,617,0005,949,000
Current provision for credit losses(851,000)(2,000)(555,000)(939,000)(2,347,000)
Balance, end of period$1,294,000$77,000$2,048,000$678,000$4,097,000

At adoption, on January 1, 2023, the Partnership recorded an allowance for credit losses of approximately $5.9 million as a reduction to Partners’ Capital, or approximately 0.85% of the Partnership's carrying value of GILs, taxable GILs and property loans and total unfunded commitments. This amount does not include the Live 929 Apartments property loan that had a previous asset-specific allowance of $495,000.

The Partnership recorded provision for credit losses of approximately$1.1 million for the year ended December 31, 2025 and a recovery of provision for credit losses of approximately$867,000 and approximately$2.3 million for the years ended December 31, 2024 and 2023, respectively. The provision for credit losses for the year ended December 31, 2025 includes an asset-specific allowance of approximately $1.7 million related to the Opportunity South Carolina property loan, partially offset by a recovery due to GIL and property loan redemptions and a decrease in the weighted average life of the remaining investment portfolio. The decreases in the provision for credit losses for the years ended December 31, 2024 and 2023 are primarily due to GIL and property loan redemptions, a decrease in the weighted average life of the remaining investment portfolio, and updates of market data used as quantitative assumptions in the Partnership’s model to estimate the allowance for credit losses. The provision for credit losses for the year ended December 31, 2024 also includes the recovery of approximately $169,000 of prior credit losses in connection with final settlement of the bankruptcy estate of the Provision Center 2014-1 MRB.

Risk Ratings

The Partnership evaluates GILs, taxable GILs and property loans on a quarterly basis and assigns a risk rating based upon management’s assessment of the borrower’s ability to pay debt service and the likelihood of repayment through the GIL’s conversion to Freddie Mac financing and the property loan’s payment from future equity contribution commitments. The assessment is subjective and based on multiple factors, including but not limited to, construction status of the property, financial strength of borrowers and guarantors, adequacy of capitalized interest reserves, lease up and occupancy of the property, the status of other conversion conditions, and operating results of the underlying property. The credit risk analysis and rating assignment is performed quarterly in conjunction with the Partnership’s assessment of its allowance for credit losses. The Partnership uses the following definitions for its risk ratings:

Performing – The underlying property currently meets or exceeds management’s performance expectations and metrics. There are currently no material indicators that current debt service or repayment of the GILs, taxable GILs, and property loans is at risk.

Watch – The underlying property associated with the GILs, taxable GILs, and property loans currently has certain performance or other risk factors that require specific attention from management. The Partnership could experience loss if these factors are not resolved in a timely or satisfactory manner. The Partnership currently estimates that such factors will be adequately resolved and that current debt service and final repayment of the GILs, taxable GILs, and property loans is not at material risk.

Nonperforming – The underlying property associated with the GILs, taxable GILs, and property loans is not current on debt service payments and/or has material performance or other risk factors. The Partnership currently believes that full collection of debt service and final repayment is questionable and/or improbable.

The following tables summarize the Partnership’s carrying value by acquisition year, grouped by risk rating as of December 31, 2025 and 2024:

2025 · 2024 · 2023 · 2022 · 2021 · Prior · Total
Governmental Issuer Loans
Performing$-$-$-$109,757,835$-$-$109,757,835
Watch-------
Nonperforming-------
Subtotal---109,757,835--109,757,835
Taxable Governmental Issuer Loans
Performing$-$-$-$43,879,465$-$-$43,879,465
Watch-------
Nonperforming-------
Subtotal---43,879,465--43,879,465
Property Loans
Performing$-$7,250,000$-$43,139,094$-$-$50,389,094
Watch-------
Nonperforming1,715,133----495,0002,210,133
Subtotal1,715,1337,250,000-43,139,094-495,00052,599,227
Total$1,715,133$7,250,000$-$196,776,394$-$495,000$206,236,527
2024 · 2023 · 2022 · 2021 · 2020 · Prior · Total
Governmental Issuer Loans
Performing$-$13,600,000$90,779,628$115,322,594$-$-$219,702,222
Watch-------
Nonperforming-------
Subtotal-13,600,00090,779,628115,322,594--219,702,222
Taxable Governmental Issuer Loans
Performing$-$-$13,157,672$-$-$-$13,157,672
Watch-------
Nonperforming-------
Subtotal--13,157,672---13,157,672
Property Loans
Performing$7,250,000$7,830,000$40,489,611$--$-$55,569,611
Watch-------
Nonperforming----$-495,000495,000
Subtotal7,250,0007,830,00040,489,611--495,00056,064,611
Unfunded Commitments
Performing$-$-$49,700,000$-$-$-$49,700,000
Watch-------
Nonperforming-------
Subtotal--49,700,000---49,700,000
Total$7,250,000$21,430,000$194,126,911$115,322,594$-$495,000$338,624,505

The Partnership evaluates its outstanding principal and interest receivable balances associated with its GILs, taxable GILs, and property loans for collectability. If collection of these balances is not probable, the loan is placed on non-accrual status and either an asset-specific allowance for credit loss will be recognized or the outstanding balance will be written off. There are no GILs, taxable GILs, or property loans that are currently past due on contractual debt service payments and the Partnership considered all GILs, taxable GILs and property loans to be performing as of December 31, 2025, except as noted below. The Partnership currently hasthree property loans on nonaccrual status.

During the years ended December 31, 2025, 2024 and 2023, the interest to be earned on the Live 929 Apartments property loan was in nonaccrual status. The discounted cash flow method used by management to establish the net realizable value of the property loan determined the collection of the interest accrued was not probable and the loan is considered to be nonperforming. The Live 929 Apartments property loan has outstanding principal of approximately $495,000 as of December 31, 2025 and December 31, 2024, which was fully reserved with an asset-specific allowance.

In December 2022, the Partnership received a property loan in exchange for the sale of its 100% interest in The 50/50 MF Property. The property loan is unsecured, will be repaid from net cash flows of the property, and is subordinate to the mortgage debt of the property which was assumed by the buyer. The property loan is in non-accrual status as of December 31, 2025 because payments under the loan are not required immediately and are expected to be paid from future net cash flows of the property. As such, the loan is considered to be performing. The property loan associated with the 50/50 MF Property had a reported carrying value of approximately $4.3 million as of December 31, 2025.

During the year ended December 31, 2025, the Partnership advanced funds of approximately $1.7 million to Opportunity South Carolina to finance the funding of reserves, operating deficits and other operating expenses. Opportunity South Carolina is the borrower associated with The Park at Sondrio MRBs, The Park at Vietti MRBs, and Windsor Shores Apartments MRBs. The property loan is in non-accrual status as of December 31, 2025 because interest payments under the loan are not required until maturity and it is uncertain if the underlying properties will generate sufficient cash flows to pay accrued interest. The loan is considered to be nonperforming and was fully reserved with an asset-specific allowance as of December 31, 2025.

The Partnership records impairments for MRBs and taxable MRBs through an allowance for credit losses for the portion of the difference between the estimated fair value and amortized cost that is related to expected credit losses. The following table summarizes the changes in the Partnership’s allowance for credit losses for the year ended December 31, 2025, 2024 and 2023:

For the Years Ended December 31,
202520242023
Balance, beginning of period$4,128,849$9,910,079$9,978,891
Current provision for credit loss (1)8,707,000(169,308)-
Write-offs (1)-(5,542,922)-
Recovery of prior credit loss (2)40,073(69,000)(68,812)
Balance, end of period (3)$12,875,922$4,128,849$9,910,079

(1)

During the year ended December 31, 2025, the Partnership recognized a provision for credit loss of approximately $8.7 million related to The Park at Sondrio MRB and taxable MRB, The Park at Vietti MRB and taxable MRB, and Windsor Shores Apartments MRB and taxable MRB. The credit loss was driven primarily by worse than projected operating results, financial conditions of the borrowers, and estimated underlying collateral values.

In connection with the final settlement of the bankruptcy estate of the Provision Center 2014-1 MRB in July 2024, the Partnership recovered approximately $169,000 of its previously recognized allowance for credit loss and the remainder of the allowance associated with the MRB was written off.

(2)

The Partnership compared the present value of cash flows expected to be collected to the amortized cost basis of the Live 929 Apartments Series 2022A MRB, which indicated a recovery of value. As the recovery was identified prior to the effective date of the CECL standard, the Partnership will accrete the recovery of prior credit loss into investment income over the term of the MRB.

(3)

The allowance for credit losses as of December 31, 2025 was related to the Live 929 Apartments – 2022A MRB, The Park at Sondrio MRB and taxable MRB, The Park at Vietti MRB and taxable MRB, and Windsor Shores Apartments MRB and taxable MRB. The allowance for credit losses as of December 31, 2024 was related to the Live 929 Apartments – 2022A MRB. The allowance for credit losses as of December 31, 2023 was related to the Provision Center 2014-1 MRB and the Live 929 Apartments – Series 2022A MRB.

  1. Accounts Payable, Accrued Expenses and Other Liabilities

The following table summarizes the Partnership’s accounts payable, accrued expenses and other liabilities as of December 31, 2025 and 2024:

December 31, 2025December 31, 2024
Accounts payable$1,371,459$2,183,546
Accrued expenses5,183,0945,076,445
Accrued interest expense6,404,5517,529,123
Deferred gain on sale of MF Property-6,596,622
Reserve for credit losses on unfunded commitments (Note 10)-186,000
Derivative instruments at fair value (Note 15)1,843,464609,766
Deposit liability (1)4,299,053-
Other liabilities2,032,5341,299,266
Total accounts payable, accrued expenses and other liabilities$21,134,155$23,480,768

(1)

The deposit liability relates to restricted cash held by the Partnership on behalf of one of its borrowers. The deposit liability and the related restricted cash balance are equal.

See Note 10 for information regarding the Partnership’s allowance for credit losses related to its unfunded commitments.

Certain immaterial out-of-period adjustments related to the deferred gain on sale of MF Property and other liabilities during the year ended December 31, 2025. See Note 2 for additional information.

  1. Secured Lines of Credit

The following tables summarize the Partnership’s LOCs as of December 31, 2025 and 2024:

Secured Lines of CreditOutstanding as of December 31, 2025Total CommitmentCommitment MaturityVariable /FixedResetFrequencyPeriod EndRate
General LOC$50,000,000$50,000,000June 2027 (1)Variable (2)Monthly7.32%
Acquisition LOC30,850,00080,000,000June 2027 (3)Variable (4)Monthly6.23%
$80,850,000$130,000,000

(1)

The General LOC containstwo one-year extensions subject to certain conditions and payment of a 0.25% extension fee. The first extension request by the Partnership will be granted by BankUnited if all such conditions are met. Any subsequent extension requested by the Partnership will be granted or denied in the sole discretion of the lenders.

(2)

The variable rate is equal to SOFR +3.50%, subject to an all-in floor of 3.75%.

(3)

The Partnership hastwo one-year extension options subject to certain conditions and payment of a 0.05% extension fee.

(4)

The variable rate is equal to 2.50% plus a variable component based on the Term SOFR.

Secured Lines of CreditOutstanding as of December 31, 2024Total CommitmentCommitment MaturityVariable /FixedResetFrequencyPeriod EndRate
General LOC$50,000,000$50,000,000June 2025 (1)Variable (2)Monthly8.03%
Acquisition LOC18,852,00050,000,000June 2025 (3)Variable (4)Monthly7.02%
$68,852,000$100,000,000

(1)

The General LOC containstwo one-year extensions subject to certain conditions and payment of a 0.25% extension fee. The first extension request by the Partnership will be granted by BankUnited if all such conditions are met. Any subsequent extension requested by the Partnership will be granted or denied in the sole discretion of the lenders.

(2)

The variable rate is equal to SOFR +3.50%, subject to an all-in floor of 3.75%.

(3)

The Partnership hasone one-year extension option subject to certain conditions and payment of a $25,000 extension fee for each extension.

(4)

The variable rate is equal to 2.50% plus a variable component based on the Term SOFR.

General LOC

The Partnership has entered into a Secured Credit Agreement with a commitment of up to $50.0 million for the General LOC. The aggregate available commitment cannot exceed a borrowing base calculation, that is equal to 35% multiplied by the aggregate value of a pool of eligible encumbered assets. Eligible encumbered assets consist of 100%of the Partnership’s capital contributions to equity investments, seniors housing investments, and other real estate investments, subject to certain restrictions. The proceeds of the General LOC will be used by the Partnership to purchase additional investments and to meet general working capital and liquidity requirements.

The Partnership may borrow, prepay and reborrow amounts at any time through the maturity date, subject to the limitations of the borrowing base. As of December 31, 2025, the borrowing base exceeded $50.0 million.

The General LOC is currently secured by first priority security interests in the Partnership’s investments in unconsolidated entities. In addition, an affiliate of the Partnership, Greystone Select, has provided a deficiency guaranty of the Partnership’s obligations under the Secured Credit Agreement. Greystone Select is subject to certain covenants and was in compliance with such covenants as of December 31, 2025. No fees were paid to Greystone Select related to the deficiency guaranty agreement.

The Partnership is subject to various affirmative and negative covenants under the Secured Credit Agreement that, among others, require the Partnership to maintain a minimum liquidity of not less than $6.3 million and maintain a minimum consolidated tangible net worth of $200.0 million. The Partnership may increase the maximum commitment from $50.0 million to $60.0 million in total, subject to the identification of lenders to provide the additional commitment, the payment of certain fees, and other conditions. The minimum liquidity covenant will increase from the current $6.3 million requirement to up to $7.5 million upon increases in the maximum commitment amount. The Partnership was in compliance with all covenants as of December 31, 2025.

Acquisition LOC

The Acquisition LOC has a commitment of up to $80.0 million that may be used to fund purchases of Financed Assets consisting of multifamily real estate, tax-exempt or taxable MRBs, and tax-exempt or taxable loans issued to finance the acquisition, rehabilitation, or construction of affordable housing or which are otherwise secured by real estate, mortgage-backed securities, or master lease agreements guaranteed by investment grade tenants. The Financed Assets acquired with the proceeds of the Acquisition LOC will be held in a custody account and the outstanding balances of the Acquisition LOC will be secured by a first priority interest in the Financed Assets and will be maintained in the custody account until released by the administrative agent.

Advances on the Acquisition LOC are due on the 270 th day following the advance date but may be extended for up to three additional 90-day periods, but in no event later than the maturity date by providing the administrative agent with a written request for such extension together with a principal payment of 5% of the principal amount of the original acquisition advance for the first such extension,10% for the second such extension, and 20% for the third such extension. Advances made for tax-exempt or taxable loans secured bymaster lease agreements guaranteed by investment grade tenants are due on the 45th day following such advance. The Partnership is subject to various affirmative and negative covenants related to the Acquisition LOC, with the principal covenant being that the Partnership’s Leverage Ratio (as defined by the Partnership) will not exceed a specific percentage. The Partnership was in compliance with all covenants as of December 31, 2025. Of the amount outstanding as of December 31, 2025, $850,000 is due in February 2026 and $30.0 million is due in September 2026, before consideration of extension payment options.

  1. Debt Financing

The following tables summarize the Partnership’s debt financings, net of deferred financing costs, as of December 31, 2025 and 2024:

Outstanding Debt Financingsas of December 31, 2025, net · RestrictedCash · StatedMaturities · Interest Rate Type · Tax-Exempt Interest on Senior Securities (1) · Remarketing SeniorSecurities Rate (2) · Facility Fees · Period EndRates
TEBS Financings
M33 TEBS$27,390,271$65,4832030FixedYesN/AN/A3.24%
M45 TEBS196,282,8985,0002034FixedYesN/AN/A4.39%
Subtotal/Weighed Average Period End Rate223,673,1694.25%
2024 PFA Securitization Transaction$53,349,105$382,7612039FixedYesN/AN/A4.90%
TEBS Residual Financing$46,103,206$31,4852034FixedYesN/AN/A7.16%
TOB Trust Securitizations
Mizuho Capital Markets:
SoLa Impact Opportunity Zone Fund$27,169,597(3)2026VariableNo3.91%1.78%5.69%
Residency at the Mayer - Series KK9,490,000(3)2026VariableYes3.60%1.19%4.79%
The Safford34,342,303(3)2026VariableYes3.60%1.44%5.04%
Aventine Apartments7,576,659(3)2027VariableYes3.60%1.44%5.04%
Avistar at Copperfield - Series A11,087,313(3)2027VariableYes3.60%1.68%5.28%
Avistar at the Crest - Series A7,143,571(3)2027VariableYes3.60%1.44%5.04%
Avistar at the Oaks - Series A5,786,847(3)2027VariableYes3.60%1.44%5.04%
Avistar at Wilcrest - Series A4,196,312(3)2027VariableYes3.60%1.68%5.28%
Avistar at Wood Hollow - Series A31,794,740(3)2027VariableYes3.60%1.44%5.04%
Avistar in 09 - Series A4,995,073(3)2027VariableYes3.60%1.44%5.04%
Avistar on the Blvd - Series A11,894,672(3)2027VariableYes3.60%1.44%5.04%
Avistar on the Hills - Series A3,951,609(3)2027VariableYes3.60%1.44%5.04%
The Centurion Foundation5,060,934(3)2027VariableNo3.91%1.79%5.70%
Live 92953,092,000(3)2027VariableYes3.60%1.18%4.78%
Trust 2024-XF3219(4)45,596,471(3)2027VariableNo3.91%1.79%5.70%
Woodington Gardens - Series A-124,876,472(3)2027VariableYes3.55%1.44%4.99%
40rty on Colony4,457,446(3)2028VariableYes3.60%1.44%5.04%
Agape Helotes - Series A-14,411,077(3)2028VariableYes3.60%1.44%5.04%
Agape Helotes - Series B4,357,469(3)2028VariableYes3.60%2.04%5.64%
The Ivy Apartments24,376,976(3)2028VariableYes3.60%1.44%5.04%
MaryAlice Circle Apartments4,709,678(3)2028VariableYes3.60%1.44%5.04%
Meadow Valley32,380,093(3)2028VariableYes3.60%1.44%5.04%
The Park at Sondrio - Series 2022A30,454,705(3)2028VariableYes3.60%1.43%5.03%
The Park at Vietti - Series 2022A21,568,120(3)2028VariableYes3.60%1.43%5.03%
Residency at the Entrepreneur MRBs34,060,000(3)2028VariableYes3.60%1.45%5.05%
Residency at Empire MRBs63,132,514(3)2028VariableYes3.60%1.42%5.02%
Residency at the Mayer - Series A13,767,457(3)2028VariableYes3.60%1.19%4.79%
Village at Hanford Square7,789,072(3)2028VariableYes3.60%1.44%5.04%
Windsor Shores Apartments17,219,444(3)2028VariableYes3.60%1.44%5.04%
Barclays Capital Inc.:
Trust 2021-XF2953(5)35,093,888-2026VariableNo3.90%1.27%5.17%
Poppy Grove I GIL32,696,851-2026VariableYes2.70%1.25%3.95%
Poppy Grove II GIL19,232,683-2026VariableYes2.70%1.25%3.95%
Poppy Grove III GIL35,844,851-2026VariableYes2.70%1.25%3.95%
Village Point18,363,046-2026VariableYes2.70%1.61%4.31%
Subtotal/Weighed Average Period End Rate691,969,9434.94%
Total$1,015,095,423

(1)

The tax treatment of interest paid to the trust senior trust securities is dependent on the structure of the debt financing. Debt financings designated as “tax-exempt” in the table above are such that the Partnership expects and believes the interest on the senior securities is exempt from federal income taxes, which typically requires a lower remarketing rate to place the senior securities at each weekly reset.

(2)

The remarketing senior securities rate is the market interest rate determined by the remarketing agent to ensure all senior securities tendered by holder for weekly remarketing are purchased at par.

(3)

The Partnership has restricted cash totaling approximately$10.6 million related to its ISDA master agreement with Mizuho based on Mizuho’s valuations of the underlying assets and the Partnership’s derivative financial instruments.

(4)

The TOB trust is securitized by three MRBs and nine taxable MRBs.

(5)

The TOB trust is securitized by the Poppy Grove I taxable GIL, Poppy Grove II taxable GIL and Poppy Grove III taxable GILs.

Outstanding Debt Financingsas of December 31, 2024, net · RestrictedCash · StatedMaturities · Interest Rate Type · Tax-Exempt Interest on Senior Securities (1) · Remarketing SeniorSecurities Rate (2) · Facility Fees · Period EndRates
TEBS Financings
M33 TEBS$28,153,143$2,6062030FixedYesN/AN/A3.24%
M45 TEBS207,487,5935,0002034FixedYesN/AN/A4.39%
Subtotal/Weighed Average Period End Rate235,640,7364.25%
2024 PFA Securitization Transaction$72,928,607$499,0002039FixedYesN/AN/A4.90%
TEBS Residual Financing$51,574,033$265,0002034FixedYesN/AN/A7.16%
TOB Trust Securitizations
Mizuho Capital Markets:
SoLa Impact Opportunity Zone Fund$23,353,548(3)2025VariableNo4.60%1.78%6.38%
The Park at Sondrio - Series 2022A30,439,932(3)2025VariableYes3.94%1.43%5.37%
The Park at Vietti - Series 2022A21,556,510(3)2025VariableYes3.94%1.43%5.37%
Residency at the Entrepreneur MRBs34,060,000(3)2025VariableYes3.94%1.45%5.39%
Legacy Commons at Signal Hills GIL31,155,000(3)2025VariableYes3.94%0.91%4.85%
Osprey Village GIL49,475,000(3)2025VariableYes3.94%1.19%5.13%
Residency at Empire MRBs42,456,840(3)2026VariableYes3.94%1.42%5.36%
The Ivy Apartments24,364,083(3)2026VariableYes3.94%1.44%5.38%
Windsor Shores Apartments17,209,991(3)2026VariableYes3.94%1.44%5.38%
Village at Hanford Square7,777,224(3)2026VariableYes3.94%1.44%5.38%
MaryAlice Circle Apartments4,698,486(3)2026VariableYes3.94%1.44%5.38%
Meadow Valley30,709,433(3)2026VariableYes3.94%1.44%5.38%
40rty on Colony4,450,508(3)2026VariableYes3.94%1.44%5.38%
Sandy Creek Apartments GIL9,640,533(3)2026VariableYes3.94%1.44%5.38%
Residency at the Mayer MRBs33,806,861(3)2026VariableYes3.94%1.19%5.13%
The Safford29,772,042(3)2026VariableYes3.94%1.44%5.38%
Avistar at Wood Hollow - Series A32,254,020(3)2027VariableYes3.94%1.44%5.38%
Live 92953,092,000(3)2027VariableYes3.94%1.18%5.12%
Woodington Gardens - Series A-124,841,650(3)2027VariableYes3.94%1.44%5.38%
Aventine Apartments7,560,184(3)2027VariableYes3.94%1.44%5.38%
Avistar at Copperfield - Series A11,232,828(3)2027VariableYes3.94%1.68%5.62%
Avistar at Wilcrest - Series A4,255,827(3)2027VariableYes3.94%1.68%5.62%
Trust 2024-XF3219(4)46,436,706(3)2027VariableNo4.60%1.79%6.39%
The Centurion Foundation5,051,557(3)2027VariableNo4.60%1.79%6.39%
Avistar at the Crest - Series A7,240,898(3)2027VariableYes3.94%1.44%5.38%
Avistar on the Blvd - Series A12,060,628(3)2027VariableYes3.94%1.44%5.38%
Avistar on the Hills - Series A4,001,672(3)2027VariableYes3.94%1.44%5.38%
Avistar at the Oaks - Series A5,858,331(3)2027VariableYes3.94%1.44%5.38%
Avistar in 09 - Series A5,053,972(3)2027VariableYes3.94%1.44%5.38%
Barclays Capital Inc.:
Trust 2021-XF2953(5)28,254,089-2025VariableNo4.45%1.27%5.72%
Poppy Grove I GIL28,545,470-2025VariableYes4.05%1.25%5.30%
Poppy Grove II GIL17,231,470-2025VariableYes4.05%1.25%5.30%
Poppy Grove III GIL26,838,470-2025VariableYes4.05%1.25%5.30%
Village Point18,394,018-2025VariableYes4.05%1.61%5.66%
Subtotal/Weighed Average Period End Rate733,129,7815.43%
Total$1,093,273,157

(1)

The tax treatment of interest paid to the trust senior trust securities is dependent on the structure of the debt financing. Debt financings designated as “tax-exempt” in the table above are such that the Partnership expects and believes the interest on the senior securities is exempt from federal income taxes, which typically requires a lower remarketing rate to place the senior securities at each weekly reset.

(2)

The remarketing senior securities rate is the market interest rate determined by the remarketing agent to ensure all senior securities tendered by holder for weekly remarketing are purchased at par.

(3)

The Partnership has restricted cash totaling approximately $15.8 million related to its ISDA master agreement with Mizuho based on Mizuho’s valuations of the underlying assets and the Partnership’s derivative financial instruments.

(4)

The TOB trust is securitized by three MRBs, nine taxable MRBs, and one property loan.

(5)

The TOB trust is securitized by the Willow Place GIL & Supplemental GIL, Poppy Grove I taxable GIL, Poppy Grove II taxable GIL and Poppy Grove III taxable GIL.

The TOBs, term TOB, TEBS Financings, TEBS Residual Financing, and 2024 PFA Securitization Transaction are consolidated VIEs of the Partnership (Note 3). The Partnership is the primary beneficiary due to its rights to the underlying assets. Accordingly, the Partnership consolidates the TOBs, term TOB, TEBS Financings, TEBS Residual Financing, and 2024 PFA Securitization Transaction on the Partnership's consolidated financial statements. See information regarding the MRBs, GILs, property loans, taxable MRBs and taxable GILs securitized within the TOBs, term TOB, TEBS Financings, TEBS Residual Financing, and 2024 PFA Securitization Transaction in Notes 4, 5, 6 and 9, respectively.

As the residual interest holder in the TOB trust financings, term TOB trust financing, and TEBS Financings, the Partnership may be required to make certain payments or contribute certain assets to the VIEs if certain events occur. Such events include, but are not limited to, a downgrade in the investment rating of the senior securities issued by the VIEs, a ratings downgrade of the liquidity provider for the VIEs, increases in short term interest rates beyond pre-set maximums, an inability to re-market the senior securities, or an inability to obtain liquidity for the senior securities. If such an event occurs in an individual VIE, the Partnership may be required to deleverage the VIE by repurchasing some or all of the senior securities. Otherwise, the underlying collateral will be sold and, if the proceeds are not sufficient to pay the principal amount of the senior securities plus accrued interest and other trust expenses, the Partnership will be required to fund any such shortfall. If the Partnership does not fund the shortfall, the default and liquidation provisions will be invoked against the Partnership. The shortfall on each TEBS financing is limited to the Partnership’s residual interest. The Partnership has never been, and does not expect in the future, to be required to reimburse the VIEs for any shortfall.

As the residual interest holder in the TEBS Residual Financing and 2024 PFA Securitization Transaction, the Partnership may make certain payments or contribute certain assets to the VIE to prevent a default under the arrangement or related credit enhancement. If the Partnership does not or is unable to cure the default, the default and liquidation provisions will be invoked and the underlying assets will be sold, which may result in the Partnership’s residual interest not being recovered.

TEBS Financings

The Partnership, through the TEBS Sponsors, sponsored four separate TEBS Financings – the M24 TEBS financing, the M31 TEBS financing, the M33 TEBS financing, and the M45 TEBS financing. The TEBS Financings are structured such that the Partnership transferred MRBs to Freddie Mac to be securitized into the TEBS financings. Freddie Mac then issued the TEBS Certificates which represent beneficial interests in the securitized assets. The Class A TEBS Certificates are senior securities that are sold to unaffiliated investors and entitle the holders to cash flows from the securitized assets. The Class A TEBS Certificates are credit enhanced by Freddie Mac such that Freddie Mac will cover any shortfall if the cash flows from the securitized assets are less than the contractual principal and interest due to the Class A TEBS Certificate holders. The TEBS Sponsors or Partnership would then be required to reimburse Freddie Mac for any credit enhancement payments. The Class B TEBS Certificates 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 securitized assets. The TEBS Financings are non-recourse financing to the Partnership and the maximum exposure to loss is the value of the Class B TEBS Certificates, before consideration of the Partnership’s total return swap.

In October 2024, all outstanding principal and accrued interest of the M31 TEBS Financing was paid in full and the facility was collapsed in accordance with prepayment provisions in the original agreement. Of the 11 MRBs remaining in the M31 TEBS Financing upon redemption, one MRB was sold and the remaining 10 MRBs were transferred into alternative debt financing arrangements during the fourth quarter of 2024.

As of December 31, 2025 and 2024, the Partnership posted restricted cash as contractually required under the terms of the TEBS Financings.

2024 PFA Securitization Transaction

The Partnership has entered into a financing securitization of partial interests in 14 MRBs upon origination. The Wisconsin Public Finance Authority and a trustee created the 2024 PFA Securitization Transaction, into which the Partnership then sold 14 custodial receipts representing partial interests in the 2024 PFA Securitization Bonds. The Wisconsin Public Finance Authority then issued Affordable Housing Multifamily Certificates, which were sold to unaffiliated investors. For financial reporting purposes, the Affordable Housing Multifamily Certificates of the 2024 PFA Securitization Transaction are considered debt financing of the Partnership. Debt service on the Affordable Housing Multifamily Certificates is payable from the cash flows due from the senior custodial receipts associated with the 2024 PFA Securitization Bonds. The holders of the Affordable Housing Multifamily Certificates are entitled to interest at a fixed rate of 4.10% per annum, payable monthly, and all principal payments from the 2024 PFA Securitization Bonds until the stated amount of the Affordable Housing Multifamily Certificates is reduced to zero, which will be no later than September 2039. The Partnership will also pay credit enhancement, servicing, and trustee fees related to the 2024 PFA Securitization Transaction totaling 0.80%per annum. The 2024 PFA Securitization Transaction is non-recourse financing to the Partnership and the maximum exposure to lossis the value of the residual interests in the 2024 PFA Securitization Bonds. The 2024 PFA Securitization Transaction does not have any mark-to-market collateral posting requirements. The Partnership is required to post certain restricted cash balances on an annual basis related to the credit enhancement arrangement associated with this transaction.

The Partnership retained the residual custodial receipts associated with the 2024 PFA Securitization Bonds, which grants rights to certain cash flows from the securitized assets after payment to the senior custodial receipts and related facility fees of the 2024 PFA Securitization Transaction, as well as certain other rights to the securitized assets. The residual custodial receipts were sold into the TEBS Residual Financing in November 2024.

TEBS Residual Financing

The Partnership has entered into a financing securitization of its residual interests in the M33 TEBS Financing, the M45 TEBS Financing, and the residual custodial receipts associated with the 2024 PFA Securitization Bonds. The residual interests in the M31 TEBS Financing were included in the TEBS Residual Financing prior to termination in October 2024. The securitization involved the sale of the residual interests to an issuer, which then issued and sold senior Affordable Housing Multifamily Certificates. The Partnership retained the residual Affordable Housing Multifamily Certificates also issued by the issuer. The senior Affordable Housing Multifamily Certificates are considered secured financing of the Partnership and were sold to third-party investors in exchange for financing proceeds. The residual Affordable Housing Multifamily Certificates were retained by the Partnership. The senior Affordable Housing Multifamily Certificates are entitled to interest at a fixed rate of 7.125% per annum and certain principal payments from the assets within the TEBS Residual Financing. The Partnership is entitled to all residual cash flows of the TEBS Residual Financing after payments to the senior Affordable Housing Multifamily Certificates and trustee expenses of 0.03% per annum. The senior Affordable Housing Multifamily Certificates are non-recourse to the Partnership and are not subject to mark-to-market collateral posting.

TOB and Term TOB Trust Financings

The Partnership has entered into various TOB trust financings with Mizuho and Barclays secured by various investment assets. The TOB trust structures under Mizuho and Barclays are functionally similar. Under these TOB trust financings, the trustee issues senior securities and residual interests that represent beneficial interests in the TOB trust that entitle the holders to cash flows from the securitized assets within the TOB trust. The senior securities are sold to unaffiliated investors and entitle the holder to cash flows from the securitized assets at a variable interest rate. The senior securities are credit enhanced by Mizuho or Barclays such that Mizuho or Barclays will cover any shortfall if the cash flows from the securitized assets are less than the contractual principal and interest due to the senior security holders. The Partnership will then be required to reimburse Mizuho or Barclays for any credit enhancement payments. The residual interests are retained by the Partnership and grant the Partnership rights to certain cash flows from the securitized assets after payment to the senior securities and related trust fees, as well as certain other rights to the securitized assets. The TOB trust financings are generally recourse obligations of the partnership under the respective ISDA master agreements discussed below.

The TOB trust financings include maximum interest rate provisions that prevent the debt service on the debt financings from exceeding the cash flows from the underlying securitized assets.

Mizuho Capital Markets

The TOB trusts and Secured Notes with Mizuho are subject to an ISDA master agreement that contains certain covenants and requirements related to the Partnership’s TOB trusts and Secured Notes. The TOB trusts require that Partnership’s residual interests must maintain a certain value in relation to the total assets in each TOB trust. The ISDA master agreement with Mizuho requires the Partnership’s partners’ capital, as defined, to maintain a certain threshold and that the Partnership remain listed on a national securities exchange. If the Partnership is not in compliance with any of these covenants, a termination event of the financing facility would be triggered. The Partnership was in compliance with these covenants as of December 31, 2025. The Partnership is subject to mark-to-market collateral posting provision for positions under the ISDA master agreement with Mizuho. The amount of collateral posting required is dependent on the valuation of the securitized assets and interest rate swaps (Note 15) in relation to thresholds set by Mizuho at the initiation of each transaction. As of December 31, 2025, the Partnership had posted required cash collateral totaling approximately$10.6 million related to mark-to-market valuations. As of December 31, 2024, the Partnership had posted required cash collateral totaling approximately $15.8 million related to mark-to-market valuations.

Barclays Bank PLC

The TOB trusts with Barclays are subject to an ISDA master agreement that contains certain covenants and requirements related to the Partnership’s TOB trusts. The Partnership’s residual interests in the TOB trusts must maintain a certain value in relation to the total assets in the TOB trust. The ISDA master agreement with Barclays requires the Partnership’s partners’ capital, as defined, to maintain a certain threshold, limits on the Partnership’s Leverage Ratio (as defined by the Partnership) and that the Partnership remained listed on a national securities exchange. If the Partnership is not in compliance with any of these covenants, a termination event of the financing facility would be triggered. The Partnership was in compliance with these covenants as of December 31, 2025.

The Partnership is subject to mark-to-market collateral posting provision for positions under the ISDA master agreement with Barclays. The amount of collateral posting required is dependent on the valuation of the securitized assets and interest rate swaps (Note 15) in relation to thresholds set by Barclays at the initiation of each transaction. There was no requirement to post collateral for the TOB trusts as of December 31, 2025 and 2024.

Morgan Stanley Bank

The Partnership entered into a term TOB trust financing with Morgan Stanley secured by an MRB. Under the term TOB trust structure, the trustee issued senior certificates and residual certificates that represent beneficial interests in the securitized asset held by the term TOB trust. Morgan Stanley has purchased the senior certificates, and the Partnership retained the residual certificates of the trust. The residual certificates granted the Partnership certain rights to the securitized MRB. The term TOB was terminated and all amounts due to the lender were paid in October 2024.

Contractual Maturities

The Partnership’s contractual maturities of borrowings as of December 31, 2025 for the twelve-month periods ending December 31 st for the next five years and thereafter are summarized below. The reported maturities for each individual debt financing are based on the earlier of contractual payments of the underlying securitized assets and the stated maturity date of the debt financing.

2026$287,225,044
2027193,959,408
2028226,654,221
20295,609,116
203044,030,059
Thereafter261,662,120
Total1,019,139,968
Unamortized deferred financing costs and debt premium(4,044,545)
Total debt financing, net$1,015,095,423

The table above does not reflect certain extensions of certain TOB trust financings after December 31,2025 in the normal course of business.

  1. Mortgages Payable

The following is a summary of the mortgages payable, net of deferred financing costs, as of December 31, 2025 and 2024:

Property Mortgage PayablesOutstanding MortgagePayable as ofDecember 31, 2025, netOutstanding MortgagePayable as ofDecember 31, 2024, netYearAcquiredStated MaturityVariable/ FixedPeriod EndRate
Vantage at San Marcos (1)$231,679$1,664,3472020May 2026Variable7.75%

(1)

The mortgage payable relates to a consolidated VIE for future development of a market-rate multifamily property (Note 3).

In February 2025, Vantage at San Marcos paid down approximately $1.4 million outstanding principal of the associated mortgage payable with proceeds from sale of a parcel of land.

  1. Derivative Instruments

The Partnership’s derivative instruments are not designated as hedging instruments and are recorded at fair value. Changes in fair value are included in current period earnings as “Net result from derivative transactions” in the Partnership's consolidated statements of operations, with gains reported as a reduction to expenses. The following tables are a summary of the realized and unrealized gains and losses of the Partnership's derivative instruments for the years ended December 31, 2025, 2024 and 2023:

Realized (gains) losses on derivatives, netUnrealized (gains) losses on derivatives, netNet result from derivative transactions
Interest rate swaps$(2,963,027)$6,609,475$3,646,448
Realized (gains) losses on derivatives, netUnrealized (gains) losses on derivatives, netNet result from derivative transactions
Interest rate swaps$(6,412,028)$(2,098,165)$(8,510,193)
Interest rate cap14,50226514,767
Total$(6,397,526)$(2,097,900)$(8,495,426)
Realized (gains) losses on derivatives, netUnrealized (gains) losses on derivatives, netNet result from derivative transactions
Interest rate swaps$(6,043,273)$3,082,035$(2,961,238)
Interest rate cap-91,36391,363
Total return swaps(4,501,709)-(4,501,709)
Total$(10,544,982)$3,173,398$(7,371,584)

The values of the Partnership’s interest rate swaps are subject to mark-to-market collateral posting provisions in conjunction with the Partnership’s respective ISDA master agreements with Mizuho and Barclays. See Note 21 for a description of the methodology and significant assumptions for determining the fair value of the derivatives. The derivative instruments are presented within “Other assets” and “Accounts payable, accrued expenses and other liabilities” in the Partnership's consolidated balance sheets.

Interest Rate Swap Agreements

The Partnership has entered into multiple interest rate swap agreements to mitigate interest rate risk associated with variable rate TOB trust financings. No fees were paid to the counterparties upon closing of the interest rate swaps. The Partnership previously entered into an interest rate cap agreement to mitigate its exposure to interest rate risk associated with a variable rate debt financing facility.

The following tables summarize the Partnership’s interest rate derivative agreements as of December 31, 2025 and 2024

Contract TypeNotional AmountAssetLiabilityWeighted AverageRemaining Maturity (Years)
Swaps
SOFR294,473,799$1,338,175$(1,843,464)2.78
Contract TypeNotional AmountAssetLiabilityWeighted AverageRemaining Maturity (Years)
Swaps
SOFR416,989,686$6,980,820$(609,766)2.68

The following table summarizes the average notional amount and weighted average fixed rate by year for our interest rate swaps as of December 31, 2025:

YearAverage NotionalWeighted AverageFixed Rate Paid
2026$305,305,9663.42%
2027222,943,3323.51%
2028165,255,4663.57%
2029128,652,2993.51%
203028,852,8003.82%
203121,205,5003.86%
203218,931,3333.83%
203315,863,5003.90%
203411,755,8333.94%
20359,145,8333.95%
20369,066,6673.95%
20378,983,3333.95%
20388,893,3333.95%
20398,833,3333.95%
  1. Commitments and Contingencies

The Partnership, from time to time, is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are frequently covered by insurance. If it has been determined that a loss is probable to occur and the amount of the loss can be reasonably estimated, the estimated amount of the loss is accrued in the Partnership's consolidated financial statements. If the Partnership determines that a loss is reasonably possible, the Partnership will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of loss can be made. While the resolution of these matters cannot be predicted with certainty, the Partnership currently believes there are no pending legal proceedings in which the Partnership is currently involved the outcome of which will have a material effect on the Partnership’s financial condition, results of operations, or cash flows.

Bond Purchase Commitments

The Partnership may enter into bond purchase commitments related to MRBs to be issued and secured by properties under construction. Upon execution of the bond purchase commitment, the proceeds from the MRBs will be used to pay off the construction related debt. The Partnership bears no construction or stabilization risk during the commitment period. The Partnership accounts for its bond purchase commitments as available-for-sale securities and reports the asset or liability at fair value. Changes in the fair value of bond purchase commitments are recorded as gains or losses on the Partnership's consolidated statements of comprehensive income (loss). The Partnership hadno bond purchase commitments as of December 31, 2024. The following table summarizes the Partnership’s bond purchase commitments as of December 31, 2025:

Bond Purchase CommitmentsCommitment DateMaximumCommittedAmountsRemainingInterestRateEstimated ClosingDateFair Value as of December 31, 2025
Kindred ApartmentsMarch 2025$21,921,0006.875%December 2027$3,323,510

Investment Commitments

The Partnership has remaining contractual commitments to provide additional funding of certain MRBs, taxable MRBs, GILs, and property loans while the secured properties are under construction, rehabilitation, or predevelopment. See Note 10 for information on the allowance for credit losses on such commitments. The Partnership also has outstanding contractual commitments to contribute additional equity to unconsolidated entities. The following table summarizes the Partnership’s total and remaining commitments as of December 31, 2025:

Property Name · Commitment Date · Asset Maturity Date · Interest Rate · Total Commitment · Remaining Commitmentas of December 31, 2025
Mortgage Revenue Bonds
Meadow ValleyDecember 2021December 20296.25%$44,000,000$750,000
Taxable Mortgage Revenue Bonds
Residency at Empire - Series BB-TDecember 2022June 20267.45%$9,404,500$8,404,500
Gateway and Yarbrough Predevelopment ProjectJune 2025July 20269.00%2,000,0001,200,000
Triangle Square Predevelopment ProjectJuly 2025July 20269.00%9,300,0001,200,000
Subtotal20,704,50010,804,500
Governmental Issuer Loans
Residency at Sky Village HollywoodDecember 2025December 2030SOFR + 3.20%(1)34,000,0005,000,000
Property Loans
Sandoval FlatsNovember 2024December 2027 (2)7.48%$29,846,000$28,846,000
Equity Investments
Vantage at San Marcos (3), (4)November 2020N/AN/A$9,914,529$8,943,914
Freestone Greeley (4)October 2022N/AN/A16,035,71010,562,345
Valage Senior Living Mt. RoseDecember 2025N/AN/A14,541,9737,674,193
Subtotal40,492,21227,180,452
Bond Purchase Commitments
Kindred ApartmentsMarch 2025December 2027 (2)6.875%$21,921,000$21,921,000
Total Commitments$190,963,712$94,501,952

(1)

The variable index interest rate component is subject to an all-in floor of 6.95%. The borrower has the option to convert to fixed rate within 210 days of closing equal to the greater of: (a) the 5-year SOFR Swap Rate +3.40% or (b)6.95%.

(2)

The borrowers may elect to extend the maturity date for a period ranging betweensix andtwelve months upon meeting certain conditions, which may include payment of a non-refundable extension fee.

(3)

The property became a consolidated VIE effective during the fourth quarter of 2021 (Note 3).

(4)

A development site has been identified for this property but construction had not commenced as of December 31, 2025. The Partnership’s joint venture partners are evaluating the highest and best use for the development sites as of December 31, 2025, which may include a sale of the land or the commencement of construction. The timing of any funding commitment is uncertain and the Partnership’s remaining funding commitment will be terminated if the land is sold.

In addition, the Partnership is committed to funding 10% of the capital for the Construction Lending JV with the remainder to be funded by a third-party investor with each party contributing its proportionate capital contributions upon funding of future investments. The Partnership’s capital is contributed on a draw-down basis over the term of the underlying investments of the Construction Lending JV. As of December 31, 2025, the Partnership had contributed approximately $383,000 of its maximum capital commitment of approximately $15.0 million. The Partnership’s maximum commitment may increase if additional third-party capital commitments are made to the Construction Lending JV.

Construction Loan Guaranties

The Partnership entered into limited guaranty agreements for bridge loans related to certain investments in unconsolidated entities. The Partnership will only have to perform on the guaranties if a default by the borrower were to occur. The Partnership has not accrued any amount for these contingent liabilities because the Partnership believes the likelihood of guaranty claims is remote. The following table summarizes the Partnership’s maximum exposure under these guaranty agreements as of December 31, 2025:

BorrowerGuaranty MaturityMaximum BalanceAvailable on LoanLoanBalance as of December 31, 2025Partnership's Maximum Exposureas of December 31, 2025GuarantyTerms
Vantage at McKinney Falls2026$35,850,000$35,850,000$17,925,000(1)
Vantage at Hutto202635,000,00035,000,000$17,500,000(1)
Vantage at Loveland202647,000,00047,000,000$23,500,000(1)

(1)

The Partnership’s guaranty is for 50% of the loan balance. The Partnership has guaranteed up to 100% of the outstanding loan balance upon the occurrence of fraud or other willful misconduct by the borrower or if the borrower voluntarily files for bankruptcy. The guaranty agreement requires the Partnership to maintain a minimum net worth of not less than $100.0 million and maintain liquid assets of not less than $6.3 million at the end of each quarter. The Partnership was in compliance with these requirements as of December 31, 2025. The Partnership has also provided indemnification to the lender for various costs including interest expenses, environmental non-compliance and remediation during the term. The Partnership has also provided indemnification to the lender for Vantage at McKinney Falls and Vantage at Loveland for certain operating costs.

Other Guaranties and Commitments

The Partnership has entered into guaranty agreements with unaffiliated entities under which the Partnership has guaranteed certain obligations of the general partners of certain limited partnerships upon the occurrence of a “repurchase event.” Potential repurchase events include LIHTC recapture and foreclosure. The Partnership’s maximum exposure is limited to 75% of the equity contributed by the limited partner to each limited partnership. No amount has been accrued for these guaranties because the Partnership believes the likelihood of repurchase events is remote. The following table summarizes the Partnership’s maximum exposure under these guaranty agreements as of December 31, 2025:

Limited Partnership(s)End of Guaranty PeriodPartnership's Maximum Exposure as of December 31, 2025
Ohio Properties2026$1,271,176
Greens of Pine Glen, LP20271,278,767

In December 2022, the Partnership sold 100% of its ownership interest in The 50/50 MF Property to an unrelated non-profit organization. The buyer assumed two mortgages payable associated with the property and the Partnership agreed to provide certain recourse support for the assumed mortgages. The TIF Loan was paid off in June 2024, and the Partnership does not have exposure as of December 31, 2025. The mortgage support is in the form of a forward loan purchase agreement upon maturity of the mortgage. The reported value of the credit guaranty was approximately$550,000 and$319,000 as of December 31, 2025 and 2024, respectively, and are included within other liabilities in the Partnership's consolidated balance sheets. No additional contingent liability has been accrued because the likelihood of claims is remote. The Partnership's remaining forward loan purchase agreement expires in 2027 and its maximum exposure as of December 31, 2025 was approximately$20.6 million.

The Partnership has entered into various forward loan purchase agreements associated with construction loans for its investments in unconsolidated entities. Under these agreements, the Partnership will purchase a loan from the construction lender at maturity of the construction loan, which is typically five to seven years from closing, if not otherwise repaid by the borrower entity. The Partnership has the right to cure any defaults under the construction loan agreement that otherwise could accelerate the maturity of the construction loan. In addition, if the Partnership is required to perform under a forward loan purchase agreement, then it has the right to remove the managing member of the borrower entity, take ownership of the underlying property, and either sell the property or obtain replacement financing. Certain forward loan purchase agreements are only effective upon the receipt by the property of a certificate of occupancy by the borrower entity while others are effective as of the construction loan closing. The Partnership has recourse to the managing member of the borrower entity and/or the project’s general contractor for those agreements that are effective prior to the receipt of a certificate of occupancy. Total construction loan balances associated with effective forward loan purchase agreements were$181.5 million as of December 31, 2025. The Partnership has not recorded any non-contingent or contingent liabilities related to the forward loan purchase agreements as such amounts are deemed minimal.

  1. Redeemable Preferred Units

The Partnership has designated 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. The Preferred Units have no stated maturity, are not subject to any sinking fund requirements, and will remain outstanding indefinitely unless redeemed by the Partnership or by the holder. If declared by the General Partner, distributions to the holders of Series A Preferred Units, Series A-1 Preferred Units, and Series B Preferred Units, are paid quarterly at annual fixed rates of 3.0%,3.0% and 5.75%, respectively. The Partnership did not have any outstanding Series A Preferred Units as of December 31, 2025 and does not expect to issue any new Series A Preferred Units in the future.

Upon the sixth anniversary of the closing of the sale of Preferred Units to a subscriber, and upon each annual anniversary thereafter, the Partnership and each holder of Preferred Units have the right to redeem, in whole or in part, the Preferred Units held by such holder at a per unit redemption price equal to $10.00 per unit plus an amount equal to all declared and unpaid distributions through the date of the redemption. Each holder desiring to exercise its redemption rights must provide written notice of its intent to so exercise no less than 180 calendar days prior to any such redemption date. In addition, for a period of 60 days after any date on which the General Partner determines that the ratio of the aggregate market value of the issued and outstanding BUCs as of the close of business, New York time, on any date to the aggregate value of the issued and outstanding Series A Preferred Units and Series A-1 Preferred Units, as shown on the Partnership’s financial statements, on that same date has fallen below 1.0 and has remained below 1.0 for a period of 15 consecutive business days, each holder of Preferred Units will have the right, but not the obligation, to cause the Partnership to redeem, in whole or in part, the Series A-1 Preferred Units held by such holder at a per unit redemption price equal to $10.00 per unit plus an amount equal to all declared and unpaid distributions.

In the event of any liquidation, dissolution, or winding up of the Partnership, the holders of the Series A-1 Preferred Units and Series B Preferred Units are entitled to a liquidation preference in connection with their investments. With respect to anticipated quarterly distributions and rights upon liquidation, dissolution, or the winding-up of the Partnership’s affairs, the Series A-1 Preferred Units will rank: (a) senior to the Partnership's BUCs, the Series B Preferred Units, and to any other class or series of Partnership interests or securities expressly designated as ranking junior to the Series A-1 Preferred Units; (b) junior to the Partnership's existing indebtedness (including indebtedness outstanding under the Partnership's senior bank credit facility) and other liabilities with respect to assets available to satisfy claims against the Partnership; and (c) junior to any other class or series of Partnership interests or securities expressly designated as ranking senior to the Series A-1 Preferred Units. The Series B Preferred Units will rank: (a) senior to the BUCs and to any other class or series of Partnership interests or securities that is not expressly designated as ranking senior or on parity with the Series B Preferred Units; (b) junior to the Series A-1 Preferred Units and to each other class or series of Partnership interests or securities with terms expressly made senior to the Series B Preferred Units; and (c) junior to all the Partnership's existing indebtedness (including indebtedness outstanding under the Partnership's senior bank credit facility) and other liabilities with respect to assets available to satisfy claims against the Partnership.

The Partnership filed a registration statement on Form S-3 for the registration of up to 10,000,000 of Series B Preferred Units, which was declared effective by the SEC on September 27, 2024. The Partnership has issued 2,500,000 Series B Preferred Units under this offering as of December 31, 2025.

The following table summarizes the Partnership’s outstanding Preferred Units as of December 31, 2025 and December 31, 2024:

Month IssuedUnitsPurchase PriceDistributionRateRedemptionPrice per UnitEarliest Optional RedemptionDate
Series A-1 Preferred Units
April 20222,000,000$20,000,0003.00%$10.00April 2028
October 20221,000,00010,000,0003.00%10.00October 2028
February 20231,500,00015,000,0003.00%10.00February 2029
June 20231,000,00010,000,0003.00%10.00June 2029
Total Series A-1 Preferred Units5,500,00055,000,000
Series B Preferred Units
January 20241,750,000$17,500,0005.75%$10.00January 2030
February 2024500,0005,000,0005.75%10.00February 2030
March 20252,000,00020,000,0005.75%10.00March 2031
October 2025500,0005,000,0005.75%10.00October 2031
Total Series B Preferred Units4,750,00047,500,000
Redeemable Preferred Units outstanding as of December 31, 202510,250,000$102,500,000
Month IssuedUnitsPurchase PriceDistributionRateRedemptionPrice per Unit
Series A-1 Preferred Units
April 20222,000,000$20,000,0003.00%$10.00
October 20221,000,00010,000,0003.00%10.00
February 20231,500,00015,000,0003.00%10.00
June 20231,000,00010,000,0003.00%10.00
Total Series A-1 Preferred Units5,500,00055,000,000
Series B Preferred Units
January 20241,750,00017,500,0005.75%10.00
February 2024500,0005,000,0005.75%10.00
Total Series B Preferred Units2,250,00022,500,000
Redeemable Preferred Units outstanding as of December 31, 20247,750,000$77,500,000
  1. Issuances of Beneficial Unit Certificates

In November 2025, the Partnership’s Shelf Registration Statement became effective under which the Partnership may offer up to $200.0 million of additional BUCs, Preferred Units or debt securities for sale from time to time. The Shelf Registration Statement will expire in November 2028.

In March 2024, the Partnership entered into a Sales Agreement with JonesTrading Institutional Services LLC and BTIG, LLC, as Agents, to offer and sell, from time to time at market prices on the date of sale, BUCs up to an aggregate offering price of $50.0 million via an “at the market offering.” The Partnership has sold 92,802 BUCs for gross proceeds of $1.5 million under the Sales Agreement. The Partnership terminated the Sales Agreement in December 2025.

In April 2024, the Partnership commenced a registered offering of up to $25.0 million of BUCs which are being offered and sold pursuant to the effective Shelf Registration Statement and a prospectus supplement filed with the SEC relating to this offering. As of the date of this filing, the Partnership hasnot issued any BUCs in connection with this offering.

  1. Restricted Unit Awards

The Partnership’s Equity Incentive Plan permitted the grant of restricted units and other awards to the employees of Greystone Manager, the Partnership, or any affiliate of either, and members of the Board of Managers for up to 1.0 million BUCs. The Partnership’s Equity Incentive Plan expired in June 2025 and, as of the date of this report, there areno restricted units or other awards available for future issuance under the Equity Incentive Plan. RUAs were granted with vesting conditions ranging from three months to up tofour and a half years. Unvested RUAs are entitled to receive distributions during the restriction period. The Equity Incentive Plan provides for accelerated vesting of the RUAs if there is a change in control related to the Partnership, the General Partner, or the general partner of the General Partner, or upon death or disability of the Equity Incentive Plan participant. According to the terms of the Equity Incentive Plan, awards granted prior to the expiration of the plan extend beyond such expiration date.

The fair value of each RUA was estimated on the grant date based on the Partnership’s exchange-listed closing price of the BUCs. The Partnership recognizes compensation expense for the RUAs on a straight-line basis over the requisite vesting period. The compensation expense for RUAs totaled approximately$2.1 million,$1.9 million, and$2.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. Compensation expense is reported within “General and administrative expenses” on the Partnership’s consolidated statements of operations.

The following table summarizes the RUA activity for years ended December 31, 2025, 2024, and 2023:

Restricted UnitsAwardedWeighted averageGrant-dateFair Value
Unvested as of January 1, 202387,334$19.33
Granted105,27417.65
Vested(97,008)18.64
Unvested as of December 31, 202395,60018.18
Granted109,58116.62
Vested(105,722)17.70
Unvested as of December 31, 202499,45916.96
Granted329,58412.26
Vested(115,336)14.87
Forfeited(17,816)14.44
Unvested as of December 31, 2025295,891$12.69

The unrecognized compensation expense related to unvested RUAs granted under the Equity Incentive Plan was approximately$2.5 million as of December 31, 2025. The remaining compensation expense is expected to be recognized over a weighted average period of 1.9 years. The total intrinsic value of unvested RUAs was approximately$2.0 million as of December 31, 2025.

  1. Transactions with Related Parties

The Partnership is managed by its General Partner, which is controlled by its general partner, Greystone Manager. The Board of Managers act as managers (and effectively as the directors) of the Partnership and certain employees of Greystone Manager are executive officers of the Partnership. Certain services are provided to the Partnership by employees of Greystone Manager and the Partnership reimburses Greystone Manager for its allocated share of these salaries and benefits. The Partnership also reimburses Greystone Manager for its share of general and administrative expenses. These reimbursed costs represent a substantial portion of the Partnership’s general and administrative expenses.

The amounts in the following table summarize amounts reimbursable to the General Partner, Greystone Manager, or an affiliate for the years ended December 31, 2025, 2024 and 2023 and are reported within “General and administrative expenses” in the Partnership’s consolidated statements of operations:

202520242023
Reimbursable salaries and benefits$5,349,530$5,849,829$6,517,811
Other expenses76,15659,04841,841
Office expenses341,262295,087284,396
Insurance305,471317,480441,298
Professional fees and expenses187,500155,000155,846
Consulting and travel expenses35,21057,93956,973
$6,295,129$6,734,383$7,498,165

The Partnership incurs costs for services and makes contractual payments to the General Partner, Greystone Manager, and their affiliates. The costs are reported either as expenses or capitalized costs depending on the nature of each item. The following table summarizes transactions with related parties that are reported in the Partnership’s consolidated financial statements for the years ended December 31, 2025, 2024 and 2023:

For the Years Ended December 31,
202520242023
Partnership administrative fees paid to the General Partner (1)$6,267,000$6,210,000$6,319,000
Reimbursable franchise margin taxes incurred on behalf of unconsolidated entities (2)178,00097,000169,000
Referral fees paid to an affiliate (3)23,000-214,000
Servicing fees paid to an affiliate (4)39,0007,000-

(1)

The General Partner is entitled to receive an administrative fee from the Partnership equal to 0.45% per annum of the outstanding principal balance of any of its investment assets for which the owner of the financed property or other third party is not obligated to pay such administrative fee directly to the General Partner. The disclosed amounts represent administrative fees paid or accrued during the periods specified and are reported within “General and administrative expenses” on the Partnership’s consolidated statements of operations.

(2)

The Partnership pays franchise margin taxes on revenues in Texas related to its investments in unconsolidated entities. Such taxes are paid by the Partnership as the unconsolidated entities are required by tax regulations to be included in the Partnership’s group franchise tax return. Since the Partnership is reimbursed for the franchise margin taxes paid on behalf of the unconsolidated entities, these taxes are not reported on the Partnership’s consolidated statements of operations.

(3)

The Partnership has an agreement with an affiliate of Greystone, in which the Greystone affiliate is entitled to receive a referral fee up to 0.25% of the original principal amount of executed tax-exempt loan or tax-exempt bond transactions introduced to the Partnership by the Greystone affiliate. The term of the agreement ends December 31, 2026. The Partnership accounts for referral fees as bond acquisition costs that are deferred and amortized as a yield adjustment to the related investment asset.

(4)

Greystone Servicing, an affiliate of the Partnership, is the servicer for the 2024 PFA Securitization Bonds.

The General Partner receives fees from the borrowers and sponsors of the Partnership’s investment assets for services provided to the borrower and based on the occurrence of certain investment transactions. These fees were paid by the borrowers or sponsors and are not reported in the Partnership’s consolidated financial statements. The following table summarizes transactions between borrowers of the Partnership’s affiliates for the years ended December 31, 2025, 2024 and 2023:

For the Years Ended December 31,
202520242023
Investment/mortgage placement fees earned by the General Partner (1)$3,471,000$2,860,0004,209,000

(1)

The General Partner received placement fees in connection with the acquisition of certain MRBs, taxable MRBs, GILs, taxable GILs and property loans and investments in unconsolidated entities.

As of December 31, 2025, Greystone Servicing, an affiliate of the Partnership, has forward committed to purchase three of the Partnership’s GILs (Note 5), once certain conditions are met, at a price equal to the outstanding principal plus accrued interest. Greystone Servicing is committed to then immediately sell the GILs to Freddie Mac pursuant to a financing commitment between Greystone Servicing and Freddie Mac. Greystone Servicing purchased the following GILs during the years ended December 31, 2025 and 2024, including principal and accrued interest:

Magnolia Heights GIL for approximately $20.5 million in September 2024;

Willow Place for approximately $20.8 million in January 2025;

Osprey Village for approximately $60.4 million in January 2025;

Legacy Commons at Signal Hills for approximately $34.8 million in May 2025; and

Sandy Creek Apartments for approximately $12.1 million in October 2025.

An affiliate of the Partnership, Greystone Bridge Lending Fund Manager LLC, entered into an investment management agreement in October 2024 to provide various investment management services for the Construction Lending JV, which are expenses of the Construction Lending JV. Investment management fees of approximately$11,000 were paid to Greystone Bridge Lending Fund Manager LLC by the Construction Lending JV during the year ended December 31, 2025. No fees were paid to Greystone Bridge Lending Fund Manager LLC duringthe year ended December 31, 2024.

The Partnership invests in certain GILs, taxable GILs, and property loans with the expectation that the related investments will be sold to the Construction Lending JV at a future date. The Partnership also executes interest rate swap agreements in which it expects to novate the swap to the Construction Lending JV upon the sale of the related investment asset. During the year ended December 31, 2025, the Partnership sold approximately $7.5 million of assets to the Construction Lending JV consisting of a GIL (Note 5) and taxable GIL (Note 9) at par plus accrued interest. The Partnership also novated one interest rate swap to the Construction Lending JV with a notional value of $5.6 million for nominal proceeds.

Greystone Select, an affiliate of the Partnership, has provided a deficiency guaranty of the Partnership’s obligations under the Secured Credit Agreement related to the Partnership's General LOC (Note 12). The guaranty is enforceable if an event of default occurs, the administrative agent takes certain actions in relation to the collateral and the amounts due under the Secured Credit Agreement are not collected within a certain period of time after the commencement of such actions. No fees were paid to Greystone Select related to the deficiency guaranty agreement.

The Partnership reported receivables due from related parties of approximately$706,000 and$98,000 as of December 31, 2025 and 2024, respectively. These amounts are reported within “Other assets” on the Partnership’s consolidated balance sheets. The Partnership had outstanding liabilities due to related parties totaling approximately$736,000 and$1,182,000 as of December 31, 2025 and 2024, respectively. These amounts are reported within “Accounts payable, accrued expenses and other liabilities” on the Partnership’s consolidated balance sheets.

  1. Fair Value of Financial Instruments

Current accounting guidance on fair value measurements establishes a framework for measuring fair value and provides for expanded disclosures about fair value measurements. The guidance:

Defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date; and

Establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability on the measurement date.

Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. To increase consistency and comparability in fair value measurements and related disclosures, the fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of the hierarchy are defined as follows:

Level 1 - inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 - inputs are unobservable inputs for assets or liabilities.

The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for the assets and liabilities measured at fair value on a recurring basis.

Investments in MRBs, Taxable MRBs and Bond Purchase Commitments

The fair value of the Partnership’s investments in MRBs, taxable MRBs and bond purchase commitments as of December 31, 2025 and December 31, 2024, is based upon prices obtained from third-party pricing services, which are estimates of market prices. There is no active trading market for these securities, and price quotes for the securities are not available. The valuation methodology of the Partnership’s third-party pricing services incorporates commonly used market pricing methods. The valuation methodology considers the underlying characteristics of each security as well as other quantitative and qualitative characteristics including, but not limited to, market interest rates, illiquidity, legal structure of the borrower, collateral, seniority to other obligations, operating results of the underlying property, geographic location, and property quality. These characteristics are used to estimate an effective yield for each security. The security fair value is estimated using a discounted cash flow and yield to maturity or call analysis by applying the effective yield to contractual cash flows. Significant increases (decreases) in the effective yield would have resulted in a significantly lower (higher) fair value estimate. Changes in fair value due to an increase or decrease in the effective yield do not impact the Partnership’s cash flows.

The Partnership evaluates pricing data received from the third-party pricing services by evaluating consistency with information from either the third-party pricing services or public sources. The fair value estimates of the MRBs, taxable MRBs and bond purchase commitments are based largely on unobservable inputs believed to be used by market participants and requires the use of judgment on the part of the third-party pricing services and the Partnership. Due to the judgments involved, the fair value measurements of the Partnership’s investments in MRBs, taxable MRBs and bond purchase commitments are categorized as Level 3 assets.

The range of effective yields and weighted average effective yields of the Partnership’s investments in MRBs, taxable MRBs and bond purchase commitments as of December 31, 2025 and 2024 are as follows:

Range of Effective YieldsWeighted Average Effective Yields (1)
Security TypeDecember 31, 2025December 31, 2024December 31, 2025December 31, 2024
Mortgage revenue bonds2.4% - 9.8%3.7% - 8.4%5.5%5.5%
Taxable mortgage revenue bonds6.2% - 12.7%7.1% - 11.9%7.6%8.7%
Bond purchase commitments5.4%n/a5.4%n/a

(1)

Weighted by the total principal outstanding of all the respective securities as of the reporting date.

Derivative Instruments

The effect of the Partnership’s interest rate swap agreements is to change a variable rate debt obligation to a fixed rate for that portion of the debt equal to the notional amount of the derivative agreement. The Partnership uses a third-party pricing service that incorporates commonly used market pricing methods to value the interest rate swaps. The fair value is based on a model that considers observable indices and observable market trades for similar arrangements and therefore the interest rate swaps are categorized as Level 2 assets or liabilities.

The effect of the Partnership’s interest rate cap was to set a cap, or upper limit, subject to performance of the counterparty, on the base rate of interest paid on the Partnership’s variable rate debt financings equal to the notional amount of the derivative agreement. The Partnership used a third-party pricing service to value the interest rate cap. The inputs into the interest rate cap agreements valuation model included SOFR rates, unobservable adjustments to account for the SIFMA index, as well as any recent interest rate cap trades with similar terms. The fair value was based on a model with inputs that are not observable and therefore the interest rate cap is categorized as a Level 3 asset.

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 are summarized as follows:

Description · Assets and Liabilitiesat Fair Value · Quoted Prices inActive Markets forIdentical Assets(Level 1) · Significant OtherObservable Inputs(Level 2) · SignificantUnobservableInputs(Level 3)
Assets and Liabilities
Mortgage revenue bonds$1,007,904,386$-$-$1,007,904,386
Bond purchase commitments (reported within other assets)3,323,510--3,323,510
Taxable mortgage revenue bonds (reported within other assets)43,162,714--43,162,714
Derivative instruments (reported within other assets)1,338,175-1,338,175-
Derivative instruments (reported within other liabilities)(1,843,464)-(1,843,464)-
Total Assets and Liabilities at Fair Value, net$1,053,885,321$-$(505,289)$1,054,390,610

The following table summarizes the activity related to Level 3 assets and liabilities for the year ended December 31, 2025:

Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
MortgageRevenue Bonds · Bond PurchaseCommitments · Taxable MortgageRevenue Bonds · Total
Beginning Balance January 1, 2025$1,026,483,796$-$26,671,085$1,053,154,881
Total gains (losses) (realized/unrealized)
Included in earnings (interest income and interest expense)(238,833)-(19,797)(258,630)
Included in earnings (provision for credit losses)(8,439,900)-(267,100)(8,707,000)
Included in other comprehensive income5,245,0803,323,5101,249,1259,817,715
Purchases and advances58,305,899-16,323,25074,629,149
Settlements and redemptions(73,451,656)-(793,849)(74,245,505)
Ending Balance December 31, 2025$1,007,904,386$3,323,510$43,162,714$1,054,390,610
Total amount of losses for the period included in earnings attributable to the change in unrealized losses relating to assets or liabilities held on December 31, 2025$(8,479,973)$-$(267,100)$(8,747,073)

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 are summarized as follows:

Description · Assets and Liabilitiesat Fair Value · Quoted Prices inActive Markets forIdentical Assets(Level 1) · Significant OtherObservable Inputs(Level 2) · SignificantUnobservableInputs(Level 3)
Assets and Liabilities
Mortgage revenue bonds$1,026,483,796$-$-$1,026,483,796
Taxable mortgage revenue bonds (reported within other assets)26,671,085--26,671,085
Derivative instruments (reported within other assets)6,980,820-6,980,820-
Derivative instruments (reported within other liabilities)(609,766)-(609,766)-
Total Assets and Liabilities at Fair Value, net$1,059,525,935$-$6,371,054$1,053,154,881

The following table summarizes the activity related to Level 3 assets and liabilities for the year ended December 31, 2024:

Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
MortgageRevenue Bonds · Bond Purchase Commitments · Taxable MortgageRevenue Bonds · DerivativeInstruments · Total
Beginning Balance January 1, 2024$930,675,295$197,788$21,460,288$265$952,333,636
Total gains (losses) (realized/unrealized)
Included in earnings (interest income and interest expense)1,313,321-(15,267)(265)1,297,789
Included in earnings (provision for credit losses)169,308---169,308
Included in earnings (gain on sale of mortgage revenue bond)2,220,254---2,220,254
Included in other comprehensive income(29,694,536)(197,788)211,725-(29,680,599)
Purchases and advances259,667,135-17,527,000-277,194,135
Sales(108,841,836)---(108,841,836)
Settlements and redemptions(29,025,145)-(12,512,661)-(41,537,806)
Ending Balance December 31, 2024$1,026,483,796$-$26,671,085$-$1,053,154,881
Total amount of gains (losses) for the period included in earnings attributable to the change in unrealized losses relating to assets or liabilities held on December 31, 2024$238,308$-$-$(265)$238,043

The following table summarizes the activity related to Level 3 assets and liabilities for the year ended December 31, 2023:

Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
MortgageRevenue Bonds · Bond Purchase Commitments · Taxable MortgageRevenue Bonds · DerivativeInstruments · Total
Beginning Balance January 1, 2023$799,408,004$98,929$16,531,896$331,240$816,370,069
Total gains (losses) (realized/unrealized)
Included in earnings (interest income and interest expense)305,081-(24,198)4,410,3464,691,229
Included in other comprehensive income17,113,51198,859(1,355,710)-15,856,660
Purchases and advances141,135,222-13,319,875-154,455,097
Settlements and redemptions(27,286,523)-(7,011,575)(4,741,321)(39,039,419)
Ending Balance December 31, 2023$930,675,295$197,788$21,460,288$265$952,333,636
Total amount of gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets or liabilities held on December 31, 2023$68,812$-$-$(91,421)$(22,609)

The Partnership considered the Residency at Sky Village Hollywood GIL and taxable GIL to be available-for-sale securities as of December 31, 2025. The Partnership considered the Natchitoches Thomas Apartments GIL and taxable GIL to be available-for-sale securities as of December 31, 2024. The Partnership also considered the Sandoval Flats property loan to be held-for-sale as of December 31, 2025 and December 31, 2024. These assets are reported at fair value as of each reporting date, which in all cases, approximated the carrying value withno unrealized gains or losses.

Total gains and losses included in earnings for the derivative instruments are reported within “Net results of derivative transaction” in the Partnership’s consolidated statements of operations.

As of December 31, 2025 and 2024, the Partnership utilized a third-party pricing service to determine the fair value of the Partnership’s GILs, taxable GILs, and construction financing property loans that share a first mortgage lien with the GILs, which is an estimate of their market price. The valuation methodology of the Partnership’s third-party pricing service incorporates commonly used market pricing methods. The valuation methodology considers the underlying characteristics of the GILs and property loans as well as other quantitative and qualitative characteristics including, but not limited to, the progress of construction and operations of the underlying properties, and the financial capacity of guarantors. The valuation methodology also considers the probability that conditions for the execution of forward commitments to purchase the GILs will be met. Due to the judgments involved, the fair value measurements of the Partnership’s GILs, taxable GILs, and construction financing property loans are categorized as Level 3 assets. The estimated fair value of the GILs and taxable GILs was$139.4 million and$44.8 million as of December 31, 2025, respectively. The estimated fair value of the GILs and taxable GILs was$226.7 million and$13.9 million as of December 31, 2024, respectively. The estimated fair value of the construction financing property loans approximated amortized cost as of December 31, 2025 and 2024.

As of December 31, 2025 and 2024, the Partnership utilized a third-party pricing service to determine the fair value of the Partnership’s financial liabilities, which are estimates of market prices. The valuation methodology of the Partnership’s third-party pricing service incorporates commonly used market pricing methods. The valuation methodology considers the underlying characteristics of each financial liability as well as other quantitative and qualitative characteristics including, but not limited to, market interest rates, legal structure, seniority to other obligations, operating results of the underlying assets, and asset quality. The financial liability values are then estimated using a discounted cash flow and yield to maturity or call analysis.

The Partnership evaluates pricing data received from the third-party pricing service, including consideration of current market interest rates, quantitative and qualitative characteristics of the underlying collateral, and other information from either the third-party pricing service or public sources. The fair value estimates of these financial liabilities are based largely on unobservable inputs believed to be used by market participants and require the use of judgment on the part of the third-party pricing service and the Partnership. Due to the judgments involved, the fair value measurements of the Partnership’s financial liabilities are categorized as Level 3 liabilities. The TEBS Financings and the 2024 PFA Securitization Transactionare credit enhanced by Freddie Mac. The TOB trust financings are credit enhanced by either Mizuho or Barclays. The table below summarizes the fair value of the Partnership’s financial liabilities as of December 31, 2025 and 2024:

December 31, 2025December 31, 2024
Carrying AmountFair ValueCarrying AmountFair Value
Financial Liabilities:
Debt financing$1,015,095,423$1,020,451,526$1,093,273,157$1,093,729,911
Secured lines of credit80,850,00080,850,00068,852,00068,852,000
Mortgages payable231,679231,6791,664,3471,664,347
  1. Income Taxes

The Partnership recognizes income tax expense for federal, state, and local income taxes incurred by the Greens Hold Co, which owned The 50/50 MF Property until December 2022, and also owns certain property loans and real estate. The following table summarizes income tax expense (benefit) for the years ended December 31, 2025, 2024, and 2023:

For the Years Ended December 31,
202520242023
Current income tax expense (benefit)$14,863$30,012$11,228
Deferred income tax expense (benefit)812,6852,435(362)
Total income tax expense (benefit)$827,548$32,447$10,866

The Partnership’s income tax expense fluctuates from period to period based on the timing of the taxable income in the Greens Hold Co and the impact of deferred income taxes. Deferred income tax expense is generally a function of the period’s temporary differences (i.e. depreciation, amortization of finance costs, etc.). The deferred tax assets and liabilities are valued based on enacted tax rates. The Greens Hold Co had a net deferred tax liability of approximately $149,000 and a net deferred tax asset of approximately $664,000 as of December 31, 2025 and 2024, respectively. Substantially all of the deferred tax assets and liabilities relate to The 50/50 MF Property that was sold in December 2022 as the related gain on sale has not been recognized for income tax purposes. These amounts are reported either within “Accounts payable, accrued expenses and other liabilities” or “Other assets” on the Partnership’s consolidated balance sheets. The Partnership evaluated whether it is more likely than not that its deferred income tax assets will be realizable and recordedno valuation allowance as of December 31, 2025 and 2024. Certain immaterial out-of-period adjustments related to income tax expense were made during the year ended December 31, 2025. See Note 2 for additional information.

For the years ended December 31, 2025, 2024 and 2023, income taxes computed by applying the U.S. federal statutory rates to income from continuing operations before income taxes for the Greens Hold Co differ from the provision for income taxes due to state income taxes (net of the effect on federal income tax) and deferral of the gain on sale of The 50/50 MF Property for income tax purposes.

The Partnership accrues interest and penalties associated with uncertain tax positions as part of income tax expense. There wereno material uncertain tax positions, accrued interest or penalties as of December 31, 2025, and 2024.

The Partnership files U.S. federal and state tax returns. The Partnership’s returns for years 2022 through 2024 remain subject to examination by the Internal Revenue Service.

  1. Partnership Income, Expenses and Distributions

The Partnership Agreement contains provisions for the distribution of Net Interest Income, Net Residual Proceeds and Liquidation Proceeds, for the allocation of income or loss from operations, and for the allocation of income and loss arising from a repayment, sale, or liquidation of investments. Income and losses will be allocated to each Unitholder on a periodic basis, as determined by the General Partner, based on the number of Preferred Units and BUCs held by each Unitholder as of the last day of the period for which such allocation is to be made. Distributions of Net Interest Income and Net Residual Proceeds will be made to each Unitholder of record on the last day of each distribution period based on the number of Preferred Units and BUCs held by each Unitholder on that date. Cash distributions are currently made on a quarterly basis. The holders of the Preferred Units are entitled to distributions at a fixed rate per annum prior to payment of distributions to other Unitholders.

For purposes of the Partnership Agreement, income and cash received by the Partnership from its investments in MF Properties, investments in unconsolidated entities, and property loans will be included in the Partnership’s Net Interest Income, and cash distributions received by the Partnership from the sale or redemption of such investments will be included in the Partnership’s Net Residual Proceeds.

Net Interest Income (Tier 1) is allocated 99% to the limited partners and BUC holders as a class and 1% to the General Partner. Net Interest Income (Tier 2) and Net Residual Proceeds (Tier 2) are allocated 75% to the limited partners and BUC holders as a class and 25% to the General Partner. Net Interest Income (Tier 2) and Net Residual Proceeds (Tier 2) in excess of the maximum allowable amount as set forth in the Partnership Agreement are considered Net Interest Income (Tier 3) and Net Residual Proceeds (Tier 3) and are allocated 100% to the limited partners and BUC holders as a class.

Cash distributions per BUC declared during the years ended December 31, 2025, 2024 and 2023 were as follows:

For the Years Ended December 31,
202520242023
Cash distributions (1)$1.220$1.478$1.460

(1)

All cash distributions per BUC amounts above have been retroactively adjusted for the BUCs Distributions on a retroactive basis.

The following table summarizes the BUCs Distributions declared during the years ended December 31, 2024 and 2023. There were no BUCs distributions declared during the year ended December 31, 2025.

BUCs DistributionPayment Ratio (1)Declaration DateRecord DatePayment Date
2024 BUCs Distribution:
First Quarter 2024 BUCs Distribution$0.070.004173/13/20243/28/20244/30/2024
2023 BUCs Distributions:
BUCs distribution$0.070.004486/14/20236/30/20237/31/2023
BUCs distribution0.070.004189/13/20239/29/202310/31/2023
BUCs distribution0.070.0041512/13/202312/29/20231/31/2024
subtotal0.21
Total$0.28

(1)

The ratio represents the number of BUCs distributed for each BUC outstanding as of the respective record dates. The ratio was determined based on the closing BUC price on the NYSE on the day prior to the respective declaration dates.

  1. Net income per BUC

The Partnership has disclosed basic and diluted net income per BUC in the Partnership’s consolidated statements of operations. The unvested RUAs issued under the Equity Incentive Plan are considered participating securities and are potentially dilutive. There wereno dilutive BUCs for the years ended December 31, 2025, 2024 and 2023.

  1. Segments

As of December 31, 2025, the Partnership hadfour reportable segments: (1) Affordable Multifamily Investments, (2) Seniors and Skilled Nursing Investments, (3) Market-Rate Joint Venture Investments, and (4) MF Properties. The Partnership separately reports its consolidation and elimination information because it does not allocate certain items to the segments. The Partnership’s chief operating decision maker (the “CODM”) is the Chief Executive Officer, who uses net income (loss) to monitor segment performance against budgeted results and to allocate resources. In this regard, the CODM uses net income (loss) to evaluate income generated from each segment’s assets and investments in deciding whether to reinvest income and available capital into such segment or into other investment classes of the Partnership. The CODM has considered recent underperformance in the Market-Rate Joint Venture Investments in conjunction with future market expectations in his decision to reduce the capital allocation to the Market-Rate Joint Venture Investments in the future.

Affordable Multifamily Investments Segment

The Affordable Multifamily Investments segment consists of the Partnership’s portfolio of MRBs, GILs and related taxable MRBs, taxable GILs, and property loans that have been issued to provide construction and/or permanent financing for multifamily residential and commercial properties in their market areas. Such MRBs and GILs are held as investments and the related taxable MRBs, taxable GILs, and property loans, net of loan loss allowances, are reported as such on the Partnership’s consolidated balance sheets. As of December 31, 2025, the Partnership reported 82 MRBs andfour GILs in this segment. As of December 31, 2025, the multifamily residential properties securing the MRBs and GILs contain a total of 10,581 and 910 multifamily rental units, respectively. All “General and administrative expenses” on the Partnership’s consolidated statements of operations are reported within this segment.

Seniors and Skilled Nursing Investments Segment

The Seniors and Skilled Nursing Investments segment consists of two MRBs that have been issued to provide acquisition, construction and/or permanent financing for seniors housing and skilled nursing properties and a property loan associated with a lease of essential healthcare support buildings. Seniors housing consists of a combination of independent living, assisted living and memory care units. As of December 31, 2025, thetwo properties securing the MRBs contain a total of 284 beds.

Market-Rate Joint Venture Investments Segment

The Market-Rate Joint Venture Investments segment consists of the operations of ATAX Vantage Holdings, LLC, ATAX Freestone Holdings, LLC, ATAX Senior Housing Holdings I, LLC, and ATAX Great Hill Holdings LLC, which make noncontrolling investments in unconsolidated entities for the construction, stabilization, and ultimate sale of market-rate multifamily and seniors housing properties (Note 7). The Market-Rate Joint Venture Investments segment also includes the consolidated VIE of Vantage at San Marcos (Note 3).

MF Properties Segment

The MF Properties segment consists primarily of student housing residential properties that were previously owned by the Partnership. As of December 31, 2025, the Partnership did not own any MF Properties. The Partnership previously owned the Suites on Paseo MF Property until the property was sold in December 2023 and there is no continuing involvement with the property. The Partnership previously sold The 50/50 MF Property to an unrelated non-profit organization in December 2022 in exchange for a seller financing property loan, which is included in the MF Properties Segment. Income tax expense for the Greens Hold Co is reported within this segment.

The following tables detail certain financial information for the Partnership’s reportable segments for the periods indicated:

Affordable Multifamily Investments · Seniors and Skilled Nursing Investments · Market-Rate Joint Venture Investments · MF Properties · Partnership Total
Revenues:
Investment income$67,184,270$4,204,796$40,525$-$71,429,591
Other interest income10,823,081761,250-100,00011,684,331
Contingent interest income208,059208,059
Other income1,957,785110,000--2,067,785
Total revenues80,173,1955,076,04640,525100,00085,389,766
Expenses:
Provision for credit losses9,804,1343,000--9,807,134
Depreciation and amortization8,965---8,965
Interest expense48,674,8062,718,538(1,001,971)-50,391,373
Net result from derivative transactions2,986,197660,251--3,646,448
General and administrative18,978,493---18,978,493
Total expenses80,452,5953,381,789(1,001,971)-82,832,413
Other Income:
Gain on sale of real estate assets---3,017,4103,017,410
Gain on sale of investments in unconsolidated entities--185,963-185,963
Earnings (losses) from investments in unconsolidated entities(29,793)-(12,517,130)-(12,546,923)
Income before income taxes(309,193)1,694,257(11,288,671)3,117,410(6,786,197)
Income tax expense---827,548827,548
Segment net income (loss)$(309,193)$1,694,257$(11,288,671)$2,289,862$(7,613,745)
Affordable Multifamily Investments · Seniors and Skilled Nursing Investments · Market-Rate Joint Venture Investments · MF Properties · Partnership Total
Revenues:
Investment income$72,865,558$3,442,560$4,668,588$-$80,976,706
Other interest income8,941,994393,313-174,0009,509,307
Other income785,386---785,386
Total revenues82,592,9383,835,8734,668,588174,00091,271,399
Expenses:
Provision for credit losses(1,254,308)218,000--(1,036,308)
Depreciation and amortization23,867---23,867
Interest expense54,566,9252,464,8993,000,183-60,032,007
Net result from derivative transactions(7,202,354)(1,293,072)--(8,495,426)
General and administrative19,652,622---19,652,622
Total expenses65,786,7521,389,8273,000,183-70,176,762
Other Income:
Gain on sale of real estate assets---63,73963,739
Gain on sale of mortgage revenue bond2,220,254---2,220,254
Gain on sale of investments in unconsolidated entities--117,844-117,844
Earnings (losses) from investments in unconsolidated entities--(2,140,694)-(2,140,694)
Income before income taxes19,026,4402,446,046(354,445)237,73921,355,780
Income tax expense---32,44732,447
Segment net income (loss)$19,026,440$2,446,046$(354,445)$205,292$21,323,333
Affordable Multifamily Investments · Seniors and Skilled Nursing Investments · Market-Rate Joint Venture Investments · MF Properties · Partnership Total
Revenues:
Investment income$70,393,234$1,710,657$10,162,307$-$82,266,198
Other interest income17,756,044---17,756,044
Property revenues---4,567,5064,567,506
Other income310,916---310,916
Total revenues88,460,1941,710,65710,162,3074,567,506104,900,664
Expenses:
Real estate operating---2,663,8682,663,868
Provision for credit losses(2,347,000)---(2,347,000)
Depreciation and amortization23,846--1,513,6021,537,448
Interest expense66,112,891998,6181,337,402617,85269,066,763
Net result from derivative transactions(7,305,867)(89,844)-24,127(7,371,584)
General and administrative20,399,489---20,399,489
Total expenses76,883,359908,7741,337,4024,819,44983,948,984
Other Income:
Gain on sale of real estate assets---10,363,36310,363,363
Gain on sale of investments in unconsolidated entities--22,725,398-22,725,398
Earnings (losses) from investments in unconsolidated entities--(17,879)-(17,879)
Income before income taxes11,576,835801,88331,532,42410,111,42054,022,562
Income tax expense---10,86610,866
Segment net income$11,576,835$801,883$31,532,424$10,100,554$54,011,696

The following table details total assets for the Partnership’s reportable segments as of December 31, 2025 and 2024:

December 31, 2025December 31, 2024
Total assets
Affordable Multifamily Investments$1,354,654,552$1,428,627,104
Seniors and Skilled Nursing Investments72,334,22470,163,422
Market-Rate Joint Venture Investments148,919,228183,508,429
MF Properties4,332,7307,782,906
Consolidation/eliminations(77,353,456)(110,381,701)
Total assets$1,502,887,278$1,579,700,160
  1. Subsequent Events

During the first quarter of 2026, the Partnership acquired four multifamily properties previously owned by the non-profit borrowers of The Park at Sondrio MRB and taxable MRB, The Park at Vietti MRB and taxable MRB, The Ivy Apartments MRB (a/k/a Century Plaza Apartments), and Windsor Shores Apartments MRB and taxable MRB via deed in lieu of foreclosure. Allfour MF Properties are located in South Carolina. Prior to the acquisition of each property, the Partnership's total aggregate outstanding principal balance and the estimated fair value of the MRBs and taxable MRBs was approximately $119.9 million and $110.3 million, respectively. These four properties will be consolidated in the Partnership’s consolidated financial statements and recorded at fair value beginning in the first quarter of 2026 and will be reported within the MF Properties segment. The MF Properties will be managed by an unaffiliated third-party property management firm to maximize operating cash flows and property values. The Partnership may look to sell MF Properties once operations are maximized.

During the first quarter of 2026, the Partnership obtained a mortgage payable of $84.0 million in order to facilitate the acquisition of thefour South Carolina MF properties (the "SC Mortgage"). The initial maturity date of the SC Mortgage is December 31, 2027, which may be extended to December 31, 2028, subject to various conditions, including extension of the related swap agreements, the achievement of certain debt service coverage and loan-to-value ratios, and payment of an extension fee of 0.25% of the outstanding principal amount. The SC Mortgage bears interest at an annual rate equal to the sum of one-month Term SOFR plus 2.75% and the Partnership executeda swap agreement to hedge the floating interest rate. In addition, Greystone Select, which is an affiliate of the Partnership, entered into a guaranty agreement whereby Greystone Select will guaranty approximately $8.4 million of the liabilities under the SC Mortgage. Proceeds from the SC Mortgage and cash on hand were used to paydown approximately $95.9 million of TOB trust financing associated with The Park at Sondrio MRB and taxable MRB, The Park at Vietti MRB and taxable MRB, The Ivy Apartments MRB (a/k/a Century Plaza Apartments), and Windsor Shores Apartments MRB and taxable MRB.

In February 2026, the managing member of Freestone Cresta Bella refinanced its construction loan and the Partnership has provided a limited-to-full guaranty for the new loan. Upon closing of the refinancing, the Partnership was no longer subject to the forward loan purchase agreement associated with the Freestone Cresta Bella construction loan discussed in Note 16.

In January 2026, the Partnership increased its funding of the Residency at the Entrepreneur - Series J-T taxable MRB from $8.0 million to $12.0 million and received a fee of approximately $40,000 associated with the increase. There were no additional changes to terms associated with the increased commitment.

In February 2026, the borrower of the Poppy Grove I GIL and taxable GIL extended the maturity date from March 1, 2026 to April 1, 2026. Freddie Mac extended its forward purchase commitment maturity to April 1, 2026 as well. There were no additional changes to terms associated with the extensions.

In March 2026, the Partnership agreed to contribute additional capital to Vantage at McKinney totaling approximately $7.2 million to resolve certain covenant matters associated with the related mortgage loan of the underlying property.

  1. Revisions to Previously Issued Quarterly Financial Statements (Unaudited)

In connection with the preparation of the Partnership’s consolidated financial statements as of and for the year ended December 31, 2025, the Partnership identified certain immaterial errors in previously issued financial statements for the quarters ended March 31, June 30, and September 30, 2025. The Partnership assessed the aggregate effects and materiality of these errors, including the presentation on previously issued quarterly consolidated financial statements, on a qualitative and quantitative basis in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99, Materiality and SAB No. 108 on Quantifying Financial Statement Errors, codified in Accounting Standards Codification Topic 250, Accounting Changes and Error Corrections and concluded the errors were not material to the previously issued quarterly consolidated financial statements. The Partnership will voluntarily revise the quarterly financial statements for the quarters ended March 31, June 30, and September 30, 2025 that will be included in the Partnerships’ quarterly reports during the year ended December 31, 2026. The following is a summary of the impacts on financial statement line items for the quarters ended March 31, June 30, and September 30, 2025:

Decreases in investment income of approximately $803,000, $787,000, and $569,000 for the quarters ended March 31, June 30, and September 30, 2025, respectively;

Decreases in interest expense of approximately $638,000, $324,000, and $64,000 for the quarters ended March 31, June 30, and September 30, 2025, respectively; and

Increases in losses from investment in unconsolidated entities of approximately $759,000, $721,000, and $612,000 for the quarters ended March 31, June 30, and September 30, 2025, respectively.

The net impact to income (loss) before income taxes, net income (loss), and net income (loss) available to Partners was a decrease of approximately $924,000, $1.2 million, and $1.1 million for the quarters ended March 31, June 30, and September 30, 2025, respectively.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.