Greystone Housing Impact Investors LP

Evaluation of Disclosure Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer have reviewed and evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that due to the material weakness in the Partnership’s internal control over financial reporting as described below, the Partnership’s disclosure controls and procedures were not effective as of December 31, 2025. However, after giving full consideration to the identified material weakness described herein, and based on a number of other factors, the Partnership concluded that our consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in conformity with U.S. GAAP.

Management's Annual Report on Internal Control Over Financial Reporting

The Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Securities Exchange Act Rules 13a-15(f) and 15d-15(f). The Partnership carried out an evaluation under the supervision and with the participation of the Partnership’s management, including the Partnership’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Partnership’s internal control over financial reporting. The Partnership’s management used the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) to perform this evaluation. Based on that evaluation, the Partnership’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, the Partnership’s internal control over financial reporting was not effective as of that date because of the material weakness in internal control over financial reporting described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The Partnership identified a material weakness with respect to the misapplication of accounting guidance for investments accounted for using the equity method. Specifically, the 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. This material weakness resulted in an aggregate immaterial error in the reporting of such items in prior periods beginning in the third quarter of 2022, which we have corrected prospectively in the consolidated financial statements as of December 31, 2025. However, this control deficiency created a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis, and therefore we concluded that the deficiency constitutes a material weakness in our internal control over financial reporting and that our internal control over financial reporting was not effective as of December 31, 2025.

Management’s Plan for Remediation of Material Weakness

Upon identification of the material weakness, the Partnership immediately undertook an evaluation of the calculations and controls of the impacted items, noting impacts to six investments in unconsolidated entities dating back to the third quarter of 2022. The Partnership redesigned the calculations for all impacted equity method investees, quantified the impacts to all periods, individually and in the aggregate, and established additional reviews of related calculations and control operation. In performing this redesign, the Partnership has identified the amount of aggregate errors for all investments and for all periods through December 31, 2025 and established updated calculations and control procedures to avoid similar errors in future periods. As such, management believes all measures to appropriately enhance its controls and procedures have been completed as of the date of this filing. However, the material weakness will not be considered fully remediated until the enhanced controls related to the material weakness operate for a sufficient amount of time and management has concluded that these controls are operating effectively.

Changes in Internal Control over Financial Reporting

There were no changes in the Partnership’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter ended December 31, 2025, except in relation to the material weakness described above, that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Attestation Report of Registered Public Accounting Firm

The effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2025, has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report included in Item 8 of this Annual Report on Form 10-K, which expresses an adverse opinion of the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2025.