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What changed in Greystone Housing Impact Investors LP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Greystone Housing Impact Investors LP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+616 added−549 removedSource: 10-K (2026-03-16) vs 10-K (2025-02-20)

Top changes in Greystone Housing Impact Investors LP's 2025 10-K

616 paragraphs added · 549 removed · 418 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

66 edited+9 added−3 removed83 unchanged
Biggest changeThese properties also compete by offering quality apartments in attractive locations and provide tenants with amenities such as recreational facilities, garages, services and pleasant landscaping. 16 Recent Developments Recent Investment Activities The following table presents information regarding the investment activities of the Partnership for the years ended December 31, 2024 and 2023: 17 Investment Activity # Amount (in 000`s) Retired Debt (in 000`s) Tier 2 income (loss) allocable to the General Partner (in 000`s) (1) Notes to the Partnership`s consolidated financial statements For the Three Months Ended December 31, 2024 Mortgage revenue bond advances (2) 5 $ 29,318 N/A N/A 4 Mortgage revenue bond sale (2) 1 10,218 N/A $ 310 4 Governmental issuer loan acquisition and advances 3 19,500 N/A N/A 5 Property loan acquisition and advance 2 1,542 N/A N/A 6 Investments in unconsolidated entities 4 11,156 N/A N/A 7 Taxable mortgage revenue bond advances 3 7,450 N/A N/A 9 Taxable governmental issuer loan acquisition and advance 2 11,000 N/A N/A 9 For the Three Months Ended September 30, 2024 Mortgage revenue bond acquisition and advances 5 $ 36,503 N/A N/A 4 Mortgage revenue bond redemptions 3 21,980 $ 9,840 N/A 4 Governmental issuer loan advances 3 16,842 N/A N/A 5 Governmental issuer loan redemption and paydown 2 24,697 19,750 N/A 5 Property loan advance 1 500 N/A N/A 6 Property loan redemption 1 8,119 6,480 N/A 6 Investments in unconsolidated entities 4 10,443 N/A N/A 7 Taxable mortgage revenue bond advances 2 4,000 N/A N/A 9 Taxable mortgage revenue bond redemption 1 1,000 825 N/A 9 Taxable governmental issuer loan advance 1 158 N/A N/A 9 For the Three Months Ended June 30, 2024 Mortgage revenue bond acquisitions and advances 8 $ 78,375 N/A N/A 4 Mortgage revenue bond sale 1 8,221 N/A N/A 4 Governmental issuer loan advances 3 9,000 N/A N/A 5 Property loan acquisition and advance 2 9,321 N/A N/A 6 Property loan redemptions 2 454 N/A N/A 6 Investments in unconsolidated entities 5 11,669 N/A N/A 7 Taxable mortgage revenue bond acquisition and advance 2 5,077 N/A N/A 9 For the Three Months Ended March 31, 2024 Mortgage revenue bond acquisition and advances 5 $ 26,298 N/A N/A 4 Governmental issuer loan advances 3 6,000 N/A N/A 5 Governmental issuer loan redemption 1 23,390 $ 18,712 N/A 5 Property loan advances 2 3,073 N/A N/A 6 Property loan redemptions and paydown 6 72,323 60,575 N/A 6 Investments in unconsolidated entities 7 6,960 N/A N/A 7 Taxable mortgage revenue bond advance 1 1,000 N/A N/A 9 Taxable mortgage revenue bond paydown 1 11,500 9,480 N/A 9 Taxable governmental issuer loan redemption 1 10,573 9,515 N/A 9 For the Three Months Ended December 31, 2023 Mortgage revenue bond acquisition and advances 4 $ 21,575 N/A N/A 4 Mortgage revenue bond paydown 1 2,072 $ 1,765 N/A 4 Governmental issuer loan acquisition and advances 4 7,000 N/A N/A 5 Governmental issuer loan redemption 1 40,000 36,000 N/A 5 Property loan acquisitions and advances 5 18,252 N/A N/A 6 Property loan redemption 1 13,387 12,030 N/A 6 Investments in unconsolidated entities 6 16,104 N/A N/A 7 MF property sold 1 40,736 25,000 - 8 Taxable mortgage revenue bond advance 1 3,000 N/A N/A 9 For the Three Months Ended September 30, 2023 Mortgage revenue bond advances 3 $ 7,665 N/A N/A 4 Mortgage revenue bond paydown 1 7,590 $ 9,980 N/A 4 Governmental issuer loan acquisition and advances 5 22,573 N/A N/A 5 Governmental issuer loan redemptions 3 70,636 61,459 N/A 5 Property loan advances 2 11,950 N/A N/A 6 Property loan redemption and paydowns 3 39,921 35,655 N/A 6 Investments in unconsolidated entities 4 10,194 N/A N/A 7 Taxable mortgage revenue bond advance 1 4,000 N/A N/A 9 Taxable mortgage revenue bond redemption 1 7,000 5,770 N/A 9 For the Three Months Ended June 30, 2023 Mortgage revenue bond acquisitions and advance 6 $ 51,150 N/A N/A 4 Governmental issuer loan advances 4 20,402 N/A N/A 5 Governmental issuer loan redemption 1 34,000 $ 30,600 N/A 5 Property loan advances 3 9,608 N/A N/A 6 Property loan redemption and paydowns 3 29,990 26,005 N/A 6 Investments in unconsolidated entities 2 3,744 N/A N/A 7 Return of investment in unconsolidated entities upon sale 1 9,025 N/A $ 813 7 Taxable mortgage revenue bond acquisitions and advance 3 4,500 N/A N/A 9 Taxable governmental issuer loan advance 1 2,573 N/A N/A 9 For the Three Months Ended March 31, 2023 Mortgage revenue bond advances 6 $ 60,547 N/A N/A 4 Mortgage revenue bond redemptions 3 11,856 $ 7,579 $ (1,428 ) 4 Governmental issuer loan advances 4 17,377 N/A N/A 5 Property loan advances 4 7,581 N/A N/A 6 Property loan redemption and paydowns 3 18,316 15,700 N/A 6 Investments in unconsolidated entities 2 5,698 N/A N/A 7 Return of investment in unconsolidated entities upon sale 2 12,283 N/A 3,843 7 Taxable mortgage revenue bond advances 2 1,805 N/A N/A 9 Taxable governmental issuer loan advance 1 3,000 N/A N/A 9 (1) See “Cash Available for Distribution” in Item 7 of this Report. 18 (2) Excludes $89.2 million of MRBs that were sold and subsequently repurchased during the quarter related to temporary bridge financing to facilitate the termination of the M31 TEBS Financing and subsequent closings of alternative financing. 19 Recent Financing Activities The following table presents information regarding the debt financing, derivatives, Preferred Units and partners’ capital activities of the Partnership for the years ended December 31, 2024 and 2023, exclusive of retired debt amounts listed in the investment activities table above: 20 Financing, Derivative and Capital Activity # Amount (in 000`s) Secured Notes to the Partnership`s consolidated financial statements For the Three Months Ended December 31, 2024 Net borrowing on Acquisition LOC 10 $ 14,952 Yes 12 Borrowing on General LOC 1 9,500 Yes 12 Proceeds from TOB trust financings 12 82,752 Yes 13 Repayment of TOB trust financings 6 36,553 Yes 13 Repayment of term TOB trust financing 1 12,654 Yes 13 Redemption of M31 TEBS financing 1 65,486 Yes 13 Net paydown of TEBS Residual Financing 1 8,600 Yes 13 Proceeds from 2024 PFA Securitization Transaction 1 75,393 Yes 13 Interest rate swaps executed 2 - N/A 15 For the Three Months Ended September 30, 2024 Net paydown on Acquisition LOC 3 $ 10,850 Yes 12 Borrowing on General LOC 2 14,000 Yes 12 Proceeds from TOB trust financings 9 47,985 Yes 13 Interest rate swap executed 1 - N/A 15 For the Three Months Ended June 30, 2024 Net borrowing on Acquisition LOC 6 $ 14,750 Yes 12 Net borrowing on General LOC 1 10,000 Yes 12 Proceeds from TOB trust financings 10 75,360 Yes 13 Interest rate swap executed 2 - N/A 15 Redemption of Series A Preferred Units 1 10,000 N/A 17 Proceeds on issuance of BUCs, net of issuance costs 1 439 N/A N/A For the Three Months Ended March 31, 2024 Net paydown on Acquisition LOC 2 $ 16,900 Yes 12 Net activity on General LOC 2 - Yes 12 Proceeds from TOB trust financings 11 63,250 Yes 13 Interest rate swap executed 1 - N/A 15 Issuance of Series B Preferred Units 1 5,000 N/A 17 Exchange of Series A Preferred Units for Series B Preferred Units 1 17,500 N/A 17 Proceeds on issuance of BUCs, net of issuance costs 1 1,055 N/A N/A For the Three Months Ended December 31, 2023 Net borrowing on Acquisition LOC 4 $ 16,900 Yes 12 Proceeds from TOB trust financings 9 33,980 Yes 13 Proceeds from TEBS Residual Financing 1 61,500 Yes 13 Redemption of Secured Notes 1 102,318 Yes 13 Redemption of M24 TEBS financing 1 7,407 Yes 13 Return of restricted cash upon termination of total return swap 1 30,716 Yes 15 Interest rate swap executed 1 - N/A 15 Redemption of Series A Preferred Units 1 10,000 N/A 17 For the Three Months Ended September 30, 2023 Net repayment on Acquisition LOC 3 $ 6,000 Yes 12 Net borrowing on General LOC 1 10,000 Yes 12 Proceeds from TOB trust financings 12 41,520 Yes 13 Proceeds from mortgage payable 1 25,000 Yes 14 Interest rate swaps executed 3 - N/A 15 Redemption of Series A Preferred Units 1 20,000 N/A 17 For the Three Months Ended June 30, 2023 Net borrowing on Acquisition LOC 5 $ 6,000 Yes 12 Net activity on General LOC 2 - Yes 12 Proceeds from TOB trust financings 11 68,391 Yes 13 Interest rate swaps executed 3 - N/A 15 Issuance of Series A-1 Preferred Units 1 10,000 N/A 17 For the Three Months Ended March 31, 2023 Net repayment on Acquisition LOC 6 $ 49,000 Yes 12 Proceeds from TOB trust financings 11 110,061 Yes 13 Interest rate swaps executed 3 - N/A 15 Issuance of Series A-1 Preferred Units 1 8,000 N/A 17 Exchange of Series A Preferred Units for Series A-1 Preferred Units 1 7,000 N/A 17 21 Regulatory Matters We conduct our operations in reliance on an exemption from registration as an investment company under the Investment Company Act.
Biggest changeRecent Developments Recent Investment Activities The following table presents information regarding the investment activities of the Partnership for the years ended December 31, 2025 and 2024: 16 Investment Activity # Amount (in 000`s) Retired Debt (in 000`s) Tier 2 income (loss) allocable to the General Partner (in 000`s) (1) Notes to the Partnership`s consolidated financial statements For the Three Months Ended December 31, 2025 Mortgage revenue bond advances 2 $ 6,600 N/A N/A 4 Governmental issuer loan acquisition 1 29,000 N/A N/A 5 Governmental issuer loan redemption 1 12,100 $ 9,680 N/A 5 Property loan advance 1 495 N/A N/A 6 Investments in unconsolidated entities, net 5 6,588 N/A N/A 7 Taxable mortgage revenue bond advance 1 2,100 N/A N/A 9 Taxable governmental issuer loan acquisition 1 1,000 N/A N/A 9 For the Three Months Ended September 30, 2025 Mortgage revenue bond acquisition and advance 2 $ 14,600 N/A N/A 4 Mortgage revenue bond redemptions and paydown 3 29,015 $ 24,760 N/A 4 Property loan advance 1 596 N/A N/A 6 Investments in unconsolidated entities 2 383 N/A N/A 7 Taxable mortgage revenue bond acquisition 1 6,000 N/A N/A 9 Taxable governmental issuer loan advance 1 6,280 N/A N/A 9 For the Three Months Ended June 30, 2025 Mortgage revenue bond acquisitions and advances 4 $ 23,185 N/A N/A 4 Mortgage revenue bond redemptions 2 27,846 $ 27,846 $ 208 4 Governmental issuer loan advance 1 1,570 N/A N/A 5 Governmental issuer loan redemption 1 34,620 31,155 N/A 5 Property loan acquisition and advance 2 6,624 N/A N/A 6 Property loan paydown 1 588 455 N/A 6 Investments in unconsolidated entities, net 7 3,053 N/A N/A 7 Return of investment in unconsolidated entity upon sale 1 12,591 N/A 149 7 Taxable mortgage revenue bond acquisition 1 800 N/A N/A 9 Taxable governmental issuer loan advances 2 15,441 N/A N/A 9 Governmental issuer loan sale to Construction Lending JV 1 6,500 N/A N/A 5 Taxable governmental issuer loan sale to Construction Lending JV 1 1,000 N/A N/A 9 For the Three Months Ended March 31, 2025 Mortgage revenue bond advances 3 $ 14,101 N/A N/A 4 Mortgage revenue bond redemption 1 10,352 N/A N/A 4 Governmental issuer loan advances 3 17,409 N/A N/A 5 Governmental issuer loan redemptions 3 82,203 $ 67,210 N/A 5 Property loan paydowns 2 7,798 6,185 N/A 6 Investments in unconsolidated entities, net 4 5,621 N/A N/A 7 Return of investment in unconsolidated entity upon sale 1 11,400 N/A N/A 7 Real estate asset sale proceeds 1 1,354 1,354 N/A 8 Taxable mortgage revenue bond advances 3 7,400 N/A N/A 9 Taxable governmental issuer loan advances 3 21,700 N/A N/A 9 Taxable governmental issuer loan paydowns 3 12,700 10,160 N/A 9 For the Three Months Ended December 31, 2024 Mortgage revenue bond advances (2) 5 $ 29,318 N/A N/A 4 Mortgage revenue bond sale (2) 1 10,218 N/A $ 310 4 Governmental issuer loan acquisition and advances 3 19,500 N/A N/A 5 Property loan acquisition and advance 2 1,542 N/A N/A 6 Investments in unconsolidated entities 4 11,156 N/A N/A 7 Taxable mortgage revenue bond advances 3 7,450 N/A N/A 9 Taxable governmental issuer loan acquisition and advance 2 11,000 N/A N/A 9 For the Three Months Ended September 30, 2024 Mortgage revenue bond acquisition and advances 5 $ 36,503 N/A N/A 4 Mortgage revenue bond redemptions 3 21,980 $ 9,840 N/A 4 Governmental issuer loan advances 3 16,842 N/A N/A 5 Governmental issuer loan redemption and paydown 2 24,697 19,750 N/A 5 Property loan advance 1 500 N/A N/A 6 Property loan redemption 1 8,119 6,480 N/A 6 Investments in unconsolidated entities 4 10,443 N/A N/A 7 Taxable mortgage revenue bond advances 2 4,000 N/A N/A 9 Taxable mortgage revenue bond redemption 1 1,000 825 N/A 9 Taxable governmental issuer loan advance 1 158 N/A N/A 9 For the Three Months Ended June 30, 2024 Mortgage revenue bond acquisitions and advances 8 $ 78,375 N/A N/A 4 Mortgage revenue bond sale 1 8,221 N/A N/A 4 Governmental issuer loan advances 3 9,000 N/A N/A 5 Property loan acquisition and advance 2 9,321 N/A N/A 6 Property loan redemptions 2 454 N/A N/A 6 Investments in unconsolidated entities 5 11,669 N/A N/A 7 Taxable mortgage revenue bond acquisition and advance 2 5,077 N/A N/A 9 For the Three Months Ended March 31, 2024 Mortgage revenue bond acquisition and advances 5 $ 26,298 N/A N/A 4 Governmental issuer loan advances 3 6,000 N/A N/A 5 Governmental issuer loan redemption 1 23,390 $ 18,712 N/A 5 Property loan advances 2 3,073 N/A N/A 6 Property loan redemptions and paydown 6 72,323 60,575 N/A 6 Investments in unconsolidated entities 7 6,960 N/A N/A 7 Taxable mortgage revenue bond advance 1 1,000 N/A N/A 9 Taxable mortgage revenue bond paydown 1 11,500 9,480 N/A 9 Taxable governmental issuer loan redemption 1 10,573 9,515 N/A 9 (1) See “Cash Available for Distribution” in Item 7 of this Report. 17 (2) Excludes $89.2 million of MRBs that were sold and subsequently repurchased during the quarter related to temporary bridge financing to facilitate the termination of the M31 TEBS Financing and subsequent closings of alternative financing.
Similarly, we attempt to obtain variable-rate debt financing for our variable-rate investment assets such that we are largely hedged against rising interest rates without the need for separate hedging instruments. We leverage certain fixed-rate investment assets with variable-rate debt financings, primarily with our TOB trust financings.
Similarly, we attempt to obtain variable-rate debt financing for our variable-rate investment assets such that we are largely hedged against rising interest rates without the need for separate hedging instruments. We leverage certain fixed-rate investment assets with variable-rate debt, primarily with our TOB trust financings.
With respect to anticipated quarterly distributions and rights upon liquidation, dissolution, or the winding-up of the Partnership’s affairs, the Series A Preferred Units and 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 Preferred 15 Units or 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 Preferred Units or Series A-1 Preferred Units.
With respect to anticipated quarterly distributions and rights upon liquidation, dissolution, or the winding-up of the Partnership’s affairs, the Series A Preferred Units and 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 Preferred Units or 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 Preferred Units or Series A-1 Preferred Units.
The GILs have initial terms of two to four years, though the borrower typically may prepay all amounts due at any time without penalty. At the closing of each GIL, Freddie Mac, through a servicer, forward commits to purchase the GIL at maturity at par if and when the property has reached stabilization and other conditions are met.
The GILs have initial terms of two to four years, though the borrower typically may prepay all amounts due at any time without penalty. Typically, upon closing of each GIL, Freddie Mac, through a servicer, forward commits to purchase the GIL at maturity at par if and when the property has reached stabilization and other conditions are met.
Therefore, investment programs that promote private sector development and support for affordable housing through MRBs, GILs, tax credits and grant funding to developers, have become more prominent. The types of MRBs and GILs in which we invest offer developers of 13 affordable multifamily housing a low-cost source of construction and/or permanent debt financing.
Therefore, investment programs that promote private sector development and support for affordable housing through MRBs, GILs, tax credits and grant funding to developers, have become more prominent. The types of MRBs and GILs in which we invest offer developers of affordable multifamily housing a low-cost source of construction and/or permanent debt financing.
When deemed appropriate, we will enter into derivative based hedging transactions in connection with our risk management activities for these assets to hedge against rising interest rates, which may include interest rate caps, interest rate swaps, total return swaps, swaptions, futures, options or other available hedging instruments.
When deemed appropriate, we will enter into derivative based hedging transactions in connection with our risk management activities for these assets to hedge against rising interest rates, which may include interest rate caps, interest rate swaps, total return swaps, swaptions, futures, 14 options or other available hedging instruments.
We currently obtain leverage on our investments and assets through various sources that include: • Our secured line of credit facilities; • TEBS Financings with Freddie Mac; • TOB securitizations with Mizuho and Barclays; and • Securitization transactions such as the TEBS Residual Financing and 2024 PFA Securitization Transaction through governmental issuers.
We currently obtain leverage on our investments and assets through various sources that include: • Our secured line of credit facilities; • TEBS Financings with Freddie Mac; • TOB securitizations with Mizuho and Barclays; and 13 • Securitization transactions such as the TEBS Residual Financing and 2024 PFA Securitization Transaction through governmental issuers.
Hedging Strategy We actively manage both our portfolio of fixed and variable rate debt financings and our exposure to changes in market interest rates. When possible, we attempt to obtain fixed-rate debt financing for our fixed-rate investment assets such that our net interest spread is not exposed to changes in market interest rates.
Hedging Strategy We actively manage both our portfolio of fixed and variable rate debt and our exposure to changes in market interest rates. When possible, we attempt to obtain fixed-rate debt financing for our fixed-rate investment assets such that our net interest spread is not exposed to changes in market interest rates.
Each GIL is secured by a mortgage on all real and personal property of the to-be-constructed affordable 11 multifamily property. The GILs may share first mortgage lien positions with property loans and/or taxable GILs also owned by us.
Each GIL is secured by a mortgage on all real and personal property of the to-be-constructed affordable multifamily property. The GILs may share first mortgage lien positions with property loans and/or taxable GILs also owned by us.
When we execute a TOB trust financing, we retain a residual interest that is pledged as our initial 14 collateral under the ISDA master agreement based on the market value of the investment asset(s) at the time of initial closing.
When we execute a TOB trust financing, we retain a residual interest that is pledged as our initial collateral under the ISDA master agreement based on the market value of the investment asset(s) at the time of initial closing.
The Partnership has also invested in GILs, which, similar to MRBs, provide financing for affordable multifamily properties. We expect and believe the interest received on our MRBs and GILs is excludable from gross income for federal income tax purposes.
The Partnership has also invested in GILs, which, similar to MRBs, provide financing for affordable multifamily properties. We expect and believe the interest received on MRBs and GILs is excludable from gross income for federal income tax purposes.
Under applicable Treasury Regulations, any affordable multifamily or seniors residential project financed with tax-exempt MRBs (other than essential function bonds as described in the third bullet above) must set aside a percentage of its total rental units for occupancy by tenants whose incomes do not exceed stated percentages of the median income in the local area.
Under applicable Treasury Regulations, any affordable multifamily or seniors residential property financed with tax-exempt MRBs (other than essential function bonds as described in the third bullet above) must set aside a percentage of its total rental units for occupancy by tenants whose incomes do not exceed stated percentages of the median income in the local area.
With respect to private activity bonds issued under Section 142(d) of the IRC, the owner of the residential project may elect, at the time the MRBs are issued, whether to set aside a minimum of 20% of the units for tenants making less than 50% of area median income (as adjusted for household size) or 40% of the units for tenants making less than 60% of the area median income (as adjusted for household size).
With respect to private activity bonds issued under Section 142(d) of the IRC, the owner of the residential property may elect, at the time the MRBs are issued, whether to set aside a minimum of 20% of the units for tenants making less than 50% of area median income (as adjusted for household size) or 40% of the units for tenants making less than 60% of the area median income (as adjusted for household size).
We do invest in MRBs that are issued in association with federal LIHTC allocations because such MRBs bear interest that we expect and believe is exempt from federal income taxes. LIHTC-eligible projects are attractive to developers of affordable housing because it helps them raise equity and debt financing.
We do invest in MRBs that are issued in association with federal LIHTC allocations because such MRBs bear interest that we expect and believe is exempt from federal income taxes. LIHTC-eligible properties are attractive to developers of affordable housing because it helps them raise equity and debt financing.
Projects owned by for-profit entities that have obtained non-LIHTC private activity bonds are typically subject to rent and/or tenant income restrictions similar to LIHTC-associated borrowers. Our borrowers that are non-profit entities typically have missions to provide affordable multifamily rental units to underserved populations in their market areas.
Properties owned by for-profit entities that have obtained non-LIHTC private activity bonds are typically subject to rent and/or tenant income restrictions similar to LIHTC-associated borrowers. Our borrowers that are non-profit entities typically have missions to provide affordable multifamily rental units to underserved populations in their market areas.
We calculate our Leverage Ratio as total outstanding debt divided by total assets using cost (adjusted for paydowns) for MRBs, GILs, property loans, taxable MRBs and taxable GILs, and initial cost for deferred financing costs and real estate assets. As of December 31, 2024, our overall Leverage Ratio was approximately 75%.
We calculate our Leverage Ratio as total outstanding debt divided by total assets using cost (adjusted for paydowns) for MRBs, GILs, property loans, taxable MRBs and taxable GILs, and initial cost for deferred financing costs and real estate assets. As of December 31, 2025, our overall Leverage Ratio was approximately 75%.
We may acquire additional Tax Exempt Investments and Other Investments provided that the acquisition may not cause the aggregate book value of all Tax Exempt Investments plus Other Investments to exceed 25% of our total assets at the time of acquisition. We own no Tax Exempt Investments as of December 31, 2024.
We may acquire additional Tax Exempt Investments and Other Investments provided that the acquisition may not cause the aggregate book value of all Tax Exempt Investments plus Other Investments to exceed 25% of our total assets at the time of acquisition. We own no Tax Exempt Investments as of December 31, 2025.
Greystone also supports employees with an annual confidential employee survey, an Employee Assistance Program and an ethics hotline. 22 Greystone provides formal and informal training programs to enhance the skills of employees providing services to the Partnership and to instill Greystone’s corporate policies and practices.
Greystone also supports employees with an annual confidential employee survey, an Employee Assistance Program and an ethics hotline. 19 Greystone provides formal and informal training programs to enhance the skills of employees providing services to the Partnership and to instill Greystone’s corporate policies and practices.
Those rental units of the multifamily residential project not subject to tenant income restrictions may be rented at market rates (unless there are restrictions otherwise imposed by the bond issuer or a governmental entity).
Those rental units of the multifamily residential property not subject to tenant income restrictions may be rented at market rates (unless there are restrictions otherwise imposed by the bond issuer or a governmental entity).
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 will earn proportionate returns on its invested capital plus promote income if the joint venture meets certain earnings thresholds.
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 expects to account for its investment in the Construction Lending JV using the equity method. Property Loans We also invest in property loans provided to the owners of certain multifamily, student housing and skilled nursing properties, or other borrowers. Multifamily residential properties financed with property loans may or may not be properties securing our MRB and GIL investments.
The Partnership accounts for its investment in the Construction Lending JV using the equity method. Property Loans We also invest in property loans provided to the owners of certain multifamily, student housing and skilled nursing properties, or other borrowers. Multifamily residential properties financed with property loans may or may not be properties securing our MRB and GIL investments.
The accrued preferred return for our JV Equity Investments held through our wholly owned subsidiary, ATAX Vantage 12 Holdings, LLC, is guaranteed by an unrelated third-party through the fifth anniversary of construction commencement up to a certain dollar amount on an individual project basis.
The accrued preferred return for our JV Equity Investments held through our wholly owned subsidiary, ATAX Vantage Holdings, LLC, is guaranteed by an unrelated third-party through the fifth anniversary of construction commencement up to a certain dollar amount on an individual investment basis.
As of December 31, 2024, we had $22.5 million of Series B Preferred Units outstanding. We 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.
As of December 31, 2025, we had $47.5 million of Series B Preferred Units outstanding. We 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.
To date, we acquired an MRB secured by a to-be-constructed seniors housing property in Michigan, and an MRB secured by an operating skilled nursing facility in New Jersey. We continually assess opportunities to expand and/or reposition our existing portfolio of MRBs, GILs and other investments.
To date, we acquired an MRB secured by a new construction seniors housing property in Michigan, and an MRB secured by an operating skilled nursing facility in New Jersey. We continually assess opportunities to expand and/or reposition our existing portfolio of MRBs, GILs and other investments.
Access to these filings is free of charge. The information on our website is not incorporated by reference into this Report. 23
Access to these filings is free of charge. The information on our website is not incorporated by reference into this Report. 20
As of December 31, 2024, we had $55 million of Series A-1 Preferred Units outstanding and no Series A Preferred Units outstanding. We do not expect to issue any new Series A Preferred Units in the future.
As of December 31, 2025, we had $55.0 million of Series A-1 Preferred Units outstanding and no Series A Preferred Units outstanding. We do not expect to issue any new Series A Preferred Units in the future.
Upon stabilization, the servicer will purchase our GIL at par and then immediately sell the GIL to Freddie Mac pursuant to a financing commitment between the servicer and Freddie Mac. As of December 31, 2024, the servicer for nine of our GILs is an affiliate of Greystone.
Upon stabilization, the servicer will purchase our GIL at par and then immediately sell the GIL to Freddie Mac pursuant to a financing commitment between the servicer and Freddie Mac. As of December 31, 2025, the servicer for three of our GILs is an affiliate of Greystone.
The Partnership believes there continues to be significant unmet demand for affordable multifamily and seniors residential housing in the United States. Government programs that provide direct rental support to residents have not kept up with demand.
We believe there continues to be significant unmet demand for affordable multifamily and seniors residential housing in the United States. Government programs that provide direct rental support to residents have not kept up with demand.
The Partnership also reimburses the cost of formal training for those programs that are directly related to the tasks and responsibilities of the employees who perform the operations of the Partnership. Greystone and the Partnership are committed to DEI.
The Partnership also reimburses the cost of formal training for those programs that are directly related to the tasks and responsibilities of the employees who perform the operations of the Partnership.
The Partnership also makes JV Equity Investments for the construction, stabilization, and ultimate sale of market-rate multifamily and seniors housing properties. The Partnership is entitled to distributions if, and when, cash is available for distribution either through operations, a refinance, or a sale of the property. The Partnership previously held interests in market-rate multifamily MF Properties.
The Partnership also makes JV Equity Investments for the construction, stabilization, and ultimate sale of market rate multifamily and seniors housing properties. The Partnership is entitled to distributions if, and when, cash is available for distribution either through operations, a refinance, or a sale of the property.
We owned four taxable GILs with outstanding principal of $14.2 million as of December 31, 2024. In October 2024, we formed the Construction Lending JV to invest in loans to finance the construction and/or rehabilitation of affordable multifamily housing properties across the United States.
We owned four taxable GILs with outstanding principal of $44.9 million as of December 31, 2025. In October 2024, we formed the Construction Lending JV to invest in loans to finance the construction and/or rehabilitation of affordable multifamily housing properties across the United States.
The affordable housing properties securing 501(c)(3) bonds also must comply with the IRS safe harbors for tenant incomes and rents.
The affordable housing properties securing 501(c)(3) bonds also must comply with the IRS safe harbor provisions for tenant incomes and rents.
Of the 16 employees of Greystone Manager responsible for the Partnership’s operations, three are women and one employee identifies as ethnically diverse. Greystone Manager is responsible for filling open positions as it relates to the Partnership and considers both internal and external candidates. Greystone Manager may contract with third-party search firms to identify candidates for open positions as needed.
Of the 17 employees of Greystone Manager responsible for the Partnership’s operations, three are women and two employees identify as ethnically diverse. Greystone Manager is responsible for filling open positions as it relates to the Partnership and considers both internal and external candidates. Greystone Manager may contract with third-party search firms to identify candidates for open positions as needed.
Human Capital Resources As of December 31, 2024, the Partnership had no employees. Sixteen employees of Greystone Manager are responsible for the Partnership’s operations, inclusive of the Partnership’s chief executive officer and chief financial officer. Such employees are subject to the policies and compensation practices of Greystone.
Human Capital Resources As of December 31, 2025, the Partnership had no employees. Seventeen employees of Greystone Manager are primarily responsible for the Partnership’s operations, inclusive of the Partnership’s chief executive officer and chief financial officer. Such employees are subject to the policies and compensation practices of Greystone.
As a result, we may experience significant income recognition for these investments in those quarters when a property is sold and our equity investment is redeemed. As of December 31, 2024, we owned membership interests in 12 JV Equity Investments located in four states in the United States. Eight of the 12 JV Equity Investments are located in Texas.
As a result, we may experience significant income recognition for these investments in those quarters when a property is sold and our equity investment is redeemed. As of December 31, 2025, we owned membership interests in 11 JV Equity Investments located in four states in the United States.
The proceeds received from these transactions would be redeployed into other investments consistent with our investment objectives. We anticipate holding our GILs until maturity as the terms are typically for two to four years and have defined forward purchase commitments from Freddie Mac.
The proceeds received from these transactions would be redeployed into other investments consistent with our investment objectives. We anticipate holding our GILs until maturity as the terms are typically for two to four years and have defined forward purchase commitments from Freddie Mac. The Construction Lending JV is an extension of our GIL investment strategy.
Under the Shelf Registration Statement we may offer up to $300.0 million of BUCs, Preferred Units or debt securities for sale from time to time. The Shelf Registration Statement will expire in December 2025.
Under the Shelf Registration Statement we may offer up to $200.0 million of BUCs, Preferred Units or debt securities for sale from time to time. The Shelf Registration Statement will expire in November 2028.
Business Objectives and Strategy Investment Strategy Our primary business objective is to manage our portfolio of investments to achieve the following: • Generate attractive, risk-adjusted total returns for our Unitholders; • Create streams of recurring income to support regular distributions to Unitholders; • Pass through tax-advantaged income to Unitholders; • Generate income from capital gains on asset dispositions; • Use leverage effectively to increase returns on our investments; and • Preserve and protect Partnership assets.
See the “Regulatory Matters” section included within this Item 1 below for further information. 12 Business Objectives and Strategy Investment Strategy Our primary business objective is to manage our portfolio of investments to achieve the following: • Generate attractive, risk-adjusted total returns for our Unitholders; • Create streams of recurring income to support regular distributions to Unitholders; • Pass through tax-advantaged income to Unitholders; • Generate income from capital gains on asset dispositions; • Use leverage effectively to increase returns on our investments; and • Preserve and protect Partnership assets.
Our BUCs are traded on the NYSE under the symbol “GHI.” 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, Series A-1, and Series B Preferred Units. The Partnership does not intend to issue additional Series A Preferred Units in the future.
The Partnership has issued BUCs representing assigned limited partnership interests to BUC holders. Our BUCs are traded on the NYSE under the symbol “GHI.” 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, Series A-1, and Series B Preferred Units.
Our Other Investments primarily consist of real estate assets, JV Equity Investments and certain property loans. We rely on an exemption from registration under the Investment Company Act of 1940, which has certain restrictions on the types and amounts of securities owned by the Partnership. See the “Regulatory Matters” section included within this Item 1 below for further information.
Our Other Investments primarily consist of real estate assets, JV Equity Investments and certain property loans. We rely on an exemption from registration under the Investment Company Act of 1940, which has certain restrictions on the types and amounts of securities owned by the Partnership.
As of December 31, 2024, we had interest rate swap positions with notional amounts totaling $417.0 million.
As of December 31, 2025, we had interest rate swap positions with notional amounts totaling $294.5 million.
The following table summarizes our GIL investments as of December 31, 2024: Total GILs Total Properties Total Units Total States Aggregate Outstanding Principal Outstanding Funding Commitments GIL investments 9 8 1,459 6 $ 226,202,222 $ 18,778,207 Our GILs have been issued under Section 142(d) of the IRC and are subject to the same set aside and tenant income restrictions noted in the “Mortgage Revenue Bonds” description above.
The following table summarizes our GIL investments as of December 31, 2025: Total GILs Total Properties Total Units Total States Aggregate Outstanding Principal Outstanding Funding Commitments GIL investments 4 4 910 1 $ 138,757,835 $ 5,000,000 Our GILs have been issued under Section 142(d) of the IRC and are subject to the same set aside and tenant income restrictions noted in the “Mortgage Revenue Bonds” description above.
In April 2024, we 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, we have not issued any BUCs in connection with this offering.
We terminated the Sales Agreement in December 2025. 15 In April 2024, we 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.
We have not yet issued any Series B Preferred Units under this offering as of December 31, 2024. We may also obtain capital through the issuance of additional BUCs, Preferred Units or debt securities pursuant to our Shelf Registration Statement, which was declared effective by the SEC in December 2022.
We have issued 2,500,000 Series B Preferred Units under this offering as of December 31, 2025. We may also obtain capital through the issuance of additional BUCs, Preferred Units or debt securities pursuant to our Shelf Registration Statement, which became effective in November 2025.
Specific Greystone DEI initiatives include formal diversity training and employee resources groups to support a diverse workforce as well as a formal DEI committee and DEI Leadership Council to lead and advise all DEI related work, events, and learning.
Specific initiatives include training and employee resources groups to support our workforce as well as a formal Culture and Community Committee and Culture and Community Executive Advisory Council to lead and advise all belonging related work, events, and learning.
Some MRBs have optional call dates that may be exercised by the borrower which may be at either par or a premium to par. Some MRBs have optional repurchase dates whereby we can require redemption prior to the contractual maturity, typically at par.
Some MRBs have optional call dates that may be exercised by the borrower which may be at either par or a premium to par.
The following table summarizes the amount of our MRB investments with LIHTC-associated borrowers, borrowers that have received non-LIHTC private activity bonds, and non-profit borrowers based on principal outstanding as of December 31, 2024: Borrower Type MRB Principal Outstanding Percentage of all MRB Investments LIHTC-associated borrowers $ 474,040,301 47 % Non-profit borrowers 470,695,934 47 % Non-LIHTC private activity bonds 57,415,000 6 % Totals $ 1,002,151,235 100 % We may also invest in taxable MRBs secured by the same properties as our MRBs.
The following table summarizes the amount of our MRB investments with LIHTC-associated borrowers, non-profit borrowers, and borrowers that have received non-LIHTC private activity bonds based on principal outstanding as of December 31, 2025: Borrower Type MRB Principal Outstanding Percentage of all MRB Investments LIHTC-associated borrowers $ 484,695,338 49 % Non-profit borrowers 443,224,032 45 % Non-LIHTC private activity bonds 59,600,000 6 % Totals $ 987,519,370 100 % We may also invest in taxable MRBs secured by the same properties as our MRBs.
Interest earned on our taxable MRBs is taxable for federal income tax purposes. Our taxable MRBs may share senior mortgage interest in the property with the MRBs or may be subordinate to the MRBs. We owned 14 taxable MRBs with outstanding principal of $28.3 million as of December 31, 2024.
Interest earned on our taxable MRBs is taxable for federal income tax purposes. Our taxable MRBs may share senior mortgage interest in the property with the MRBs or may be subordinate to the MRBs.
Governmental Issuer Loans We invest in GILs that are issued by state or local governmental authorities to finance the construction and/or rehabilitation of affordable multifamily and seniors residential properties.
We owned 16 taxable MRBs with outstanding principal of $43.8 million as of December 31, 2025. 10 Governmental Issuer Loans We invest in GILs that are issued by state or local governmental authorities to finance the construction and/or rehabilitation of affordable multifamily and seniors residential properties.
Greystone is a real estate lending, investment, and advisory company with an established reputation as a leader in multifamily and healthcare finance, having ranked as a top FHA, Fannie Mae, and Freddie Mac lender in these sectors. The Partnership has issued BUCs representing assigned limited partnership interests to BUC holders.
The general partner of our General Partner is Greystone Manager, which is an affiliate of Greystone. Greystone is a real estate lending, investment, and advisory company with an established reputation as a leader in multifamily and healthcare finance, having ranked as a top FHA, Fannie Mae, and Freddie Mac lender in these sectors.
The Partnership’s current maximum capital contribution to the Construction Lending JV is approximately $8.3 million, which will be funded on a drawdown basis as called by the Construction Lending JV. As of December 31, 2024, there were no assets in the Construction Lending JV and the Partnership has not yet contributed any capital.
The Partnership’s current maximum capital contribution to the Construction Lending JV is approximately $15.1 million, which will be funded on a drawdown basis as called by the Construction Lending JV. As of December 31, 2025, Construction Lending JV had assets totaling $12.1 million and the Partnership had contributed capital totaling $383,000.
The following table summarizes our MRB investments as of December 31, 2024: Total MRBs Total Properties Total Units Total States Aggregate Outstanding Principal Outstanding Funding Commitments MRB investments 86 72 (1) 11,212 13 $ 1,002,151,235 $ 34,386,043 10 (1) Properties secured by our MRB investments consist of 70 multifamily properties, one seniors housing property, and one skilled nursing facility.
The following table summarizes our MRB investments as of December 31, 2025: Total MRBs Total Properties Total Units Total States Aggregate Outstanding Principal Outstanding Funding Commitments MRB investments 84 69 (1) 10,865 12 $ 987,519,370 $ 750,000 (1) Properties secured by our MRB investments consist of 66 multifamily properties, one student housing property, one seniors housing property, and one skilled nursing facility.
Decisions regarding when to sell an individual property are made by our joint venture partner based on its view of the local market conditions and current leasing trends. We account for our JV Equity Investments using the equity method and recognize a preferred return on our contributed equity during the hold period.
Five of the properties are managed by a property management company affiliated with our joint venture partner. Decisions regarding when to sell an individual property are made by our joint venture partner based on its view of the local market conditions and current leasing trends.
Multifamily residential rental properties also compete with single-family housing that is either owned or leased by potential tenants. To compete effectively, the properties underlying our investments must offer quality rental units at competitive rental rates. To maintain occupancy rates and attract quality tenants, the properties may offer rental concessions, such as reduced rent to new tenants for a stated period.
Through our various investments, we may be in competition with other real estate investments in the same geographic areas. Multifamily residential rental properties also compete with single-family housing that is either owned or leased by potential tenants. To compete effectively, the properties underlying our investments must offer quality rental units at competitive rental rates.
As of December 31, 2024, we have sold 92,802 BUCs for gross proceeds of $1.5 million under the Sales Agreement. We will continue to assess if and when to issue BUCs under this program going forward.
As of December 31, 2025, we sold 92,802 BUCs for gross proceeds of $1.5 million under the Sales Agreement.
Such property loans may be secured by property, other collateral, or may be unsecured. As of December 31, 2024, we owned one property loan related to a GIL investment property, one property loan related to an MRB investment, and four property loans to other borrowers.
Such property loans may be secured by property, other collateral, or may be unsecured. As of December 31, 2025, we owned two property loans related to MRB investments and four property loans to other borrowers. The total outstanding principal of our property loans was approximately $53.6 million as of December 31, 2025.
Our MRBs are either owned directly by us or are held in trusts created in connection with debt financing transactions that are consolidated VIEs.
Some MRBs have optional repurchase dates whereby we can require redemption prior to the contractual maturity, typically at par. 9 Our MRBs are either owned directly by us or are held in trusts created in connection with debt financing transactions that are consolidated VIEs.
The total outstanding principal of our property loans was approximately $57.1 million as of December 31, 2024. JV Equity Investments We invest in non-controlling membership interests in unconsolidated entities for the construction of market-rate multifamily and seniors residential properties. Our JV Equity Investments are passive in nature.
We invest in non-controlling membership interests in unconsolidated entities for the construction of market-rate multifamily and seniors residential properties. Our JV Equity Investments are passive in nature. Operational oversight of each property is controlled by our joint venture partner according to the entity’s operating agreement.
Reportable Segments As of December 31, 2024, we had four 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.
As of the date of this filing, we have not issued any BUCs in connection with this offering. Reportable Segments As of December 31, 2025, we had four reportable segments: (1) Affordable Multifamily Investments, (2) Seniors and Skilled Nursing Investments, (3) Market-Rate Joint Venture Investments, and (4) MF Properties.
Competition We compete with private investors, lending institutions, trust funds, investment partnerships, Freddie Mac, Fannie Mae and other entities with objectives similar to ours for the acquisition of MRBs, GILs and other investments. These competitors often have greater access to capital and can acquire investments with interest rates and terms that do not meet our return requirements.
The Partnership separately reports its consolidation and elimination information because it does not allocate certain items to the segments. Competition We compete with private investors, lending institutions, trust funds, investment partnerships, Freddie Mac, Fannie Mae and other entities with objectives similar to ours for the acquisition of MRBs, GILs and other investments.
Our preferred returns are paid from distributable cash flow before any distributions are made to our joint venture partners.
We account for our JV Equity Investments using the equity method and recognize a preferred return on our contributed equity during the hold period. Our preferred returns are paid from distributable cash flow before any distributions are made to our joint venture partners.
This competition may reduce the availability of investments for acquisition by us and may reduce the interest rate that issuers are willing to pay on our future investments. Through our various investments, we may be in competition with other real estate investments in the same geographic areas.
These competitors often have greater access to capital and can acquire investments with interest rates and terms that do not meet our return requirements. This competition may reduce the availability of investments for acquisition by us and may reduce the interest rate that issuers are willing to pay on our future investments.
Employees providing services to the Partnership are eligible for awards under the Equity Incentive Plan, which is designed to provide incentive compensation awards that encourage superior performance.
Employees providing services to the Partnership previously received awards under the Equity Incentive Plan, which was designed to provide incentive compensation awards to encourage superior performance. The Equity Incentive Plan expired in June 2025 and management and the Board will consider potential replacement plans in the future.
The Partnership sold its last remaining MF Property investment in December 2023 and we do not have plans to acquire additional MF Properties. General Investment Matters Our investments are categorized as either Mortgage Investments, Tax Exempt Investments or Other Investments as defined in our Partnership Agreement.
The MF Properties are managed by an unaffiliated third-party property management firm to maximize operating cash flows and property values. We may look to sell MF Properties once operations are maximized. General Investment Matters Our investments are categorized as either Mortgage Investments, Tax Exempt Investments or Other Investments as defined in our Partnership Agreement.
In addition, one JV Equity Investment in San Marcos, Texas is reported as a consolidated VIE. MF Properties The Partnership has previously owned controlling interests in multifamily, student or senior citizen residential properties. The MF Properties were managed to optimize property values.
Two JV Equity Investments relate to seniors residential properties with the remaining JV Equity Investments related to multifamily properties or land parcels. Six of the 11 JV Equity Investments are located in Texas. In addition, one JV Equity Investment in San Marcos, Texas is reported as a consolidated VIE.
The Partnership sold its last remaining MF Property investment in December 2023. The conduct of the Partnership’s business and affairs is governed by the Partnership Agreement. Our sole general partner is the General Partner. The general partner of our General Partner is Greystone Manager, which is an affiliate of Greystone.
The Partnership also holds interests in market-rate or rent restricted multifamily MF Properties until the “highest and best use” can be determined by management, which may include sales of the properties. The conduct of the Partnership’s business and affairs is governed by the Partnership Agreement. Our sole general partner is the General Partner.
Removed
Operational oversight of each property is controlled by our joint venture partner according to the entity’s operating agreement. The properties are predominately managed by a property management company affiliated with our joint venture partner.
Added
The Partnership does not intend to issue additional Series A Preferred Units in the future.
Removed
We also continue to make additional strategic JV Equity Investments for the development of market-rate multifamily and seniors residential properties, through noncontrolling membership interests. We currently have investments with four different joint venture partners. We believe the diversity of joint venture sponsors, geographic markets, and property types reduces risks from concentration while also providing attractive risk-adjusted returns for our Unitholders.
Added
JV Equity Investments In November 2025, we announced that because of the challenges in the market rate multifamily asset class, we are implementing a strategy to reduce our capital allocation to market rate multifamily JV Equity Investments going forward.
Removed
The Equity Incentive Plan is also intended to attract and retain the services of individuals who are essential for the Partnership’s growth and profitability and to encourage those individuals to devote their best efforts to advancing the Partnership’s business.
Added
We will continue to manage the remaining portfolio of market rate multifamily JV Equity investments to maximize sales prices and returns to the extent possible, 11 with our return of capital from the sale of these investments to be redeployed into primarily MRB investments, and the managing members of the joint ventures in which we hold investments will continue to manage the underlying properties.
Added
We remain positive on the market rate senior housing segment of the market. We believe market rate seniors housing industry trends, potential resident demographics, and expected returns remain encouraging, so we will continue to evaluate JV Equity Investment opportunities in the seniors housing segment, though in lower volume than our historical capital allocation to market rate multifamily investments.
Added
MF Properties The Partnership owns controlling interests in multifamily, student or senior citizen residential properties. The Partnership did not own any MF Properties in 2024 or 2025. In the first quarter of 2026, we acquired four multifamily properties associated with prior MRB investments via deed in lieu of foreclosure. All four MF Properties are located in South Carolina.
Added
We also continue to make additional strategic JV Equity Investments for the development of seniors residential properties, through noncontrolling membership interests, in strong markets with proven developers and operators. Our two current seniors housing investments are being developed by the Valage development group. We will consider additional investments with this developer and other similar, well-established developers.
Added
To maintain occupancy rates and attract quality tenants, the properties may offer rental concessions, such as reduced rent to new tenants for a stated period. These properties also compete by offering quality apartments in attractive locations and provide tenants with amenities such as recreational facilities, garages, services and pleasant landscaping.
Added
Recent Financing Activities The following table presents information regarding the debt financing, derivatives, Preferred Units and partners’ capital activities of the Partnership for the years ended December 31, 2025 and 2024, exclusive of retired debt amounts listed in the investment activities table above: Financing, Derivative and Capital Activity # Amount (in 000`s) Secured Notes to the Partnership`s consolidated financial statements For the Three Months Ended December 31, 2025 Net Borrowing on Acquisition LOC 2 $ 29,900 Yes 12 Net Borrowing on General LOC 2 9,500 Yes 12 Proceeds from TOB trust financings 2 5,240 Yes 13 For the Three Months Ended September 30, 2025 Paydown on Acquisition LOC 1 $ 50 Yes 12 Net paydown on General LOC 2 2,500 Yes 12 Proceeds from TOB trust financings 3 16,990 Yes 13 Interest rate swap executed 1 - N/A 15 For the Three Months Ended June 30, 2025 Net paydown on Acquisition LOC 1 $ 7,500 Yes 12 Net paydown on General LOC 2 $ 7,000 Yes 12 Proceeds from TOB trust financings 7 34,495 Yes 13 For the Three Months Ended March 31, 2025 Net paydown on Acquisition LOC 1 $ 10,352 Yes 12 Proceeds from TOB trust financings 8 48,435 Yes 13 Issuance of Series B Preferred Units 1 20,000 Yes 17 For the Three Months Ended December 31, 2024 Net borrowing on Acquisition LOC 10 $ 14,952 Yes 12 Borrowing on General LOC 1 9,500 Yes 12 Proceeds from TOB trust financings 12 82,752 Yes 13 Repayment of TOB trust financings 6 36,553 Yes 13 Repayment of term TOB trust financing 1 12,654 Yes 13 Redemption of M31 TEBS financing 1 65,486 Yes 13 Net paydown of TEBS Residual Financing 1 8,600 Yes 13 Proceeds from 2024 PFA Securitization Transaction 1 75,393 Yes 13 Interest rate swaps executed 2 - N/A 15 For the Three Months Ended September 30, 2024 Net paydown on Acquisition LOC 3 $ 10,850 Yes 12 Borrowing on General LOC 2 14,000 Yes 12 Proceeds from TOB trust financings 9 47,985 Yes 13 Interest rate swap executed 1 - N/A 15 For the Three Months Ended June 30, 2024 Net borrowing on Acquisition LOC 6 $ 14,750 Yes 12 Net borrowing on General LOC 1 10,000 Yes 12 Proceeds from TOB trust financings 10 75,360 Yes 13 Interest rate swap executed 2 - N/A 15 Redemption of Series A Preferred Units 1 10,000 N/A 17 Proceeds on issuance of BUCs, net of issuance costs 1 439 N/A N/A For the Three Months Ended March 31, 2024 Net paydown on Acquisition LOC 2 $ 16,900 Yes 12 Net activity on General LOC 2 - Yes 12 Proceeds from TOB trust financings 11 63,250 Yes 13 Interest rate swap executed 1 - N/A 15 Issuance of Series B Preferred Units 1 5,000 N/A 17 Exchange of Series A Preferred Units for Series B Preferred Units 1 17,500 N/A 17 Proceeds on issuance of BUCs, net of issuance costs 1 1,055 N/A N/A 18 Regulatory Matters We conduct our operations in reliance on an exemption from registration as an investment company under the Investment Company Act.
Added
Greystone and the Partnership are committed to building a workplace that allows all employees to feel supported and valued, regardless of any identity, by focusing on our culture of ‘where people matter’ to build belonging.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

119 edited+47 added−20 removed235 unchanged
Biggest changeSummary Risk Factors These risks are discussed more fully below and include, but are not limited to, risks related to: Risks Related to our Business and Investments • We are managed by our General Partner and engage in transactions with related parties. • Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations. • We are subject to risks associated with the current interest rate environment, and changes in interest rates may affect our cost of capital and, consequently, our net income and Cash Available for Distribution. • We are subject to risks related to inflation. • Our investment assets are generally illiquid and our valuation estimates are subject to inherent uncertainty. • The market value of our investment assets may be adversely impacted by elevated interest rate levels. • The receipt of contractual interest and principal payments on our debt investments will be affected by the economic results of the secured properties. • The rent restrictions and occupant income limitations imposed on properties securing our MRBs and GILs may limit the revenues of such properties. • There are risks related to the lease-up of newly constructed or renovated properties that may affect our debt investments secured by these properties. • The repayment of principal of our debt investments is principally dependent upon proceeds from the sale or refinancing of the secured properties. • We are subject to various risks associated with our debt investments secured by seniors housing and skilled nursing properties. • There are various risks associated with our JV Equity Investments including, but not limited to, risks normally associated with the ownership of such multifamily real estate, sales or refinancing, third-party property management, and variable interest costs. • There are risks related to the construction of properties underlying our investment assets. • Conditions in the low income housing tax credit markets due to known or potential changes in U.S. corporate tax rates may increase our cost of borrowing, make financing difficult to obtain or restrict our ability to invest in MRB and other investments, each of which may have a material adverse effect on our results of operations and our business. • There are various risks associated with our commitments to fund investments on a draw-down or forward basis. • If we acquire ownership of properties securing our investment assets through foreclosure or otherwise, we will be subject to all the risks normally associated with the ownership of such properties. • Properties related to our MRB investments and JV Equity Investments are geographically concentrated in certain states. • Our investments in certain asset classes may be concentrated with certain developers and related affiliates. • Recourse guaranties related to our GIL investments and property loans are concentrated in certain entities. • There is risk that a third-party developer that has provided guaranties of preferred returns on our Vantage JV Equity Investments may not perform. • Our reserves for credit losses are based on estimates and may prove inadequate, which could have a material adverse effect on our financial results. • Properties related to our investment assets may not be completely insured against damage from natural disasters. • Several of California’s largest property insurance providers have recently paused or severely limited their issuance of new policies, or their renewal of existing policies, in the state, which could increase the Partnership’s risk of loss in its MRB portfolio. • The properties related to our investment assets may be subject to liability for environmental contamination which could increase the risk of default or loss on our investment. • We are subject to reinvestment risk from maturities and prepayments of our investment assets. • Adverse developments affecting the banking industry, such as actual events or concerns regarding bank failures, liquidity, defaults, or non-performance by financial institutions, could adversely affect our current and projected business operations and our financial condition and results of operations.
Biggest changeSummary Risk Factors These risks are discussed more fully below and include, but are not limited to, risks related to: Risks Related to our Business and Investments • We are managed by our General Partner and engage in transactions with related parties. • Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations. • We are subject to risks associated with the current interest rate environment, and changes in interest rates may affect our cost of capital and, consequently, our net income and Cash Available for Distribution. • We are subject to risks related to any resurgence in inflation. • Our investment assets are generally illiquid and our valuation estimates are subject to inherent uncertainty. • The market value of our investment assets may be adversely impacted by elevated interest rate levels. • The receipt of contractual interest and principal payments on our debt investments will be affected by the economic results of the secured properties. • The rent restrictions and occupant income limitations imposed on properties securing our MRBs and GILs may limit the revenues of such properties. • There are risks related to the lease-up of newly constructed or renovated properties that may affect our debt investments secured by these properties. • The repayment of principal of our debt investments is principally dependent upon proceeds from the sale or refinancing of the secured properties. • We are subject to various risks associated with our debt investments secured by seniors housing and skilled nursing properties. • We recently identified a material weakness in our internal controls over financial reporting and determined that our disclosure controls and procedures were not effective. • There are various risks associated with our JV Equity Investments including, but not limited to, risks normally associated with the ownership of such multifamily real estate, sales or refinancing, third-party property management, and variable interest costs. • There are risks related to the construction of properties underlying our investment assets. • Conditions in the low income housing tax credit markets due to known or potential changes in U.S. corporate tax rates may increase our cost of borrowing, make financing difficult to obtain or restrict our ability to invest in MRB and other investments, each of which may have a material adverse effect on our results of operations and our business. • There are various risks associated with our commitments to fund investments on a draw-down or forward basis. • If we acquire ownership of properties securing our investment assets through foreclosure or otherwise, we will be subject to all the risks normally associated with the ownership of such properties. • Properties related to our MRB investments and JV Equity Investments are geographically concentrated in certain states. • Our investments in certain asset classes may be concentrated with certain developers and related affiliates. • Recourse guaranties related to our GIL investments and property loans are concentrated in certain entities. • There is risk that a third-party developer that has provided guaranties of preferred returns on our Vantage JV Equity Investments may not perform. • There are risks associated with our ownership of MF Properties. • Our reserves for credit losses are based on estimates and may prove inadequate, which could have a material adverse effect on our financial results. • Properties related to our investment assets may not be completely insured against damage from natural disasters. • Several of California’s largest property insurance providers have previously paused or severely limited their issuance of new policies, or their renewal of existing policies, in the state, which could increase the Partnership’s risk of loss in its MRB portfolio. • The properties related to our investment assets may be subject to liability for environmental contamination which could increase the risk of default or loss on our investment. • We are subject to reinvestment risk from maturities and prepayments of our investment assets. 21 Risks Related to Debt Financings and Derivative Instruments • Our investment strategy involves significant leverage, which could adversely affect our financial condition and results of operations. • Our access to financing sources, which may not be available on favorable terms, or at all, may be limited, and our lenders and derivative counterparties may require us to post additional collateral which may materially impact our financial condition and results of operations. • There are risks associated with debt financing programs that involve securitization of our investment assets. • We are subject to various risks associated with our derivative agreements. • We are subject to various risks associated with our secured line of credit arrangements and mortgage payable.
In most of the markets in which the properties securing our investment assets are located, there is significant competition from other multifamily and single-family housing that is either owned or leased by potential tenants.
In most of the markets in which the properties securing our investment assets are located, there is significant competition from other multifamily and single-family housing that is either owned or leased by potential tenants.
Our various investments are related to new construction or acquisition/rehabilitation of affordable multifamily, seniors housing, skilled nursing, and market-rate multifamily rental properties. Construction of such properties generally takes 18 to 36 months to complete.
Our various investments are related to new construction or acquisition/rehabilitation of affordable multifamily, seniors housing, skilled nursing, and market-rate multifamily and seniors housing rental properties. Construction of such properties generally takes 18 to 36 months to complete.
In addition, the damage to a property may result in all or a portion of the rental units not being rentable for a period of time.
In addition, damage to a property may result in all or a portion of the rental units not being rentable for a period of time.
Furthermore, declines in collateral values may trigger requirements that we repay balances or a portion of balances early or limit the amount that can be drawn under a borrowing base calculation for our General LOC. General LOC has a deficiency guaranty provided by Greystone Select, and is subject to various financial and non-financial covenants.
Furthermore, declines in collateral values may trigger requirements that we repay balances or a portion of balances early or limit the amount that can be drawn under a borrowing base calculation for our General LOC. The General LOC has a deficiency guaranty provided by Greystone Select, and is subject to various financial and non-financial covenants.
In addition, our risks from derivative instruments include the following: • The costs of purchasing our derivative instruments, such as interest rate caps, may not be recovered over the contractual term. • The counterparty may be unable to fulfil its obligations to us under the derivative instruments. 36 • If a liquid secondary market does not exist for these derivative instruments, we may be required to maintain a derivative position until exercise or expiration, which could result in losses. • There may be a lack of available counterparties with acceptable credit profiles that are willing to originate derivative instruments for interest rate indices that match our variable interest rate exposure, such as SIFMA.
In addition, our risks from derivative instruments include the following: • The costs of purchasing our derivative instruments, such as interest rate caps, may not be recovered over the contractual term. • The counterparty may be unable to fulfil its obligations to us under the derivative instruments. • If a liquid secondary market does not exist for these derivative instruments, we may be required to maintain a derivative position until exercise or expiration, which could result in losses. • There may be a lack of available counterparties with acceptable credit profiles that are willing to originate derivative instruments for interest rate indices that match our variable interest rate exposure, such as SIFMA.
The net cash flow from the operation of multifamily properties is affected by many factors, including but not limited to, the number of tenants, rental and fee rates, payroll costs, operating expenses, the cost of repairs and maintenance, taxes, government regulation, competition from other similar multifamily or student residential properties, mortgage rates for single-family housing, adverse 28 developments or conditions resulting from or associated with climate change, and general and local economic conditions.
The net cash flow from the operation of multifamily properties is affected by many factors, including but not limited to, the number of tenants, rental and fee rates, payroll costs, operating expenses, the cost of repairs and maintenance, taxes, government regulation, competition from other similar multifamily or student residential properties, mortgage rates for single-family housing, adverse developments or conditions resulting from or associated with climate change, and general and local economic conditions.
Inflation typically is accompanied by higher interest rates, which could adversely impact borrowers’ ability to obtain financing on favorable terms, thereby causing a decrease in our number of investment opportunities. In addition, during any periods of rising inflation, interest rates on our variable rate debt financing arrangements would likely increase, which would tend to further reduce returns to Unitholders.
Inflation typically is accompanied by higher interest rates, which could adversely impact potential borrowers’ ability to obtain financing on favorable terms, thereby causing a decrease in our number of investment opportunities. In addition, during any periods of rising inflation, interest rates on our variable rate debt financing arrangements would likely increase, which would tend to further reduce returns to Unitholders.
Though our investment assets are not cross collateralized with each other, management or other issues with an individual developer or its affiliates may impact multiple investment assets associated with the developer, resulting in potential lower debt service coverage, and investment or asset impairments. Recourse guaranties related to our GIL investments and property loans are concentrated in certain entities.
Though our investment assets are not cross collateralized, management or other issues with an individual developer or its affiliates may impact multiple investment assets associated with the developer, resulting in potential lower debt service coverage, and investment or asset impairments. Recourse guaranties related to our GIL investments and property loans are concentrated in certain entities.
The General Partner maintains documentation, readily available to a financial institution or an examiner, supporting its determination that a Partnership asset is a qualifying investment for CRA purposes. An investment in the Preferred Units is not a deposit or obligation of, or insured or guaranteed by, any entity or person, including the U.S. Government and the FDIC.
The General Partner maintains documentation, readily available to a financial institution or an examiner, supporting its determination that a Partnership asset is a qualifying investment for CRA purposes. An investment in the Preferred Units is not a deposit or obligation of, or insured or guaranteed by, any entity or person, including the U.S. Government or the FDIC.
Properties under construction in these areas are experiencing higher costs to obtain water permits due to water scarcity and high demand, which is increasing the cost of construction. Continued cost increases may negatively impact the net cash flows of operating properties or limit the number of future investment opportunities in these areas if cost increases make projects economically unviable.
Properties under construction in these areas are experiencing higher costs to obtain water permits due to water scarcity and high demand, which is increasing the cost of construction. Continued cost increases may negatively impact the net cash flows of operating properties or limit the number of future investment opportunities in these areas if cost increases make properties economically unviable.
By their nature, such properties have different operational and financial risks than traditional affordable multifamily properties that impact a property’s 29 ability to pay contractual debt service on our MRB or property loan investment. Such differences will also impact the availability and cost of debt financing associated with such investments.
By their nature, such properties have different operational and financial risks than traditional affordable multifamily properties that impact a property’s ability to pay contractual debt service on our MRB or property loan investment. Such differences will also impact the availability and cost of debt financing associated with such investments.
Lower mortgage interest rates and federal tax deductions for interest and real estate taxes make single-family home ownership more accessible to persons who may otherwise rent apartments. The rent restrictions and occupant income limitations imposed on properties securing our MRBs and GILs may limit the revenues of such properties.
Lower mortgage interest rates and federal tax deductions for interest and real estate taxes make single-family home ownership more accessible to persons who may otherwise rent apartments. 25 The rent restrictions and occupant income limitations imposed on properties securing our MRBs and GILs may limit the revenues of such properties.
The Partnership’s general partner manages our investments, performs administrative services for us and earns administrative fees that are paid by either the borrowers related to our investment assets or by us, subject to the terms of the Partnership Agreement. The General Partner does not have a fiduciary duty or obligation to any limited partner or BUC holder.
The General Partner manages our investments, performs administrative services for us and earns administrative fees that are paid by either the borrowers related to our investment assets or by us, subject to the terms of the Partnership Agreement. The General Partner does not have a fiduciary duty or obligation to any limited partner or BUC holder.
Lenders may revise their eligibility requirements for the types of investment assets that can be financed or the terms of such financing arrangements, including increases in 34 our retained interest requirements, based on, among other factors, the regulatory environment and the lenders' management of actual and perceived risk.
Lenders may revise their eligibility requirements for the types of investment assets that can be financed or the terms of such financing arrangements, including increases in our retained interest requirements, based on, among other factors, the regulatory environment and the lenders' management of actual and perceived risk.
In addition, upon a liquidation, lenders with respect to our borrowings and potential debt securities will be entitled to receive our available assets prior to any distributions to the holders of our Preferred Units and BUCs. The holders of our Preferred Units also have the right to have their units redeemed by the Partnership under certain circumstances.
In addition, upon a liquidation, lenders with respect to our borrowings and potential debt securities will be entitled to 35 receive our available assets prior to any distributions to the holders of our Preferred Units and BUCs. The holders of our Preferred Units also have the right to have their units redeemed by the Partnership under certain circumstances.
In such a scenario, rising interest rates may increase our interest expense, even though our interest income from investments is not increasing in a corresponding manner as a result of such floor rates. Further increases in interest rates may make it more costly for us to service the debt under our financing arrangements.
In such a scenario, rising interest rates may increase our interest expense, even though our interest income from investments is not increasing in a corresponding manner as a result of such floor rates. Increases in interest rates may make it more costly for us to service the debt under our financing arrangements.
Risks Related to Ownership of Beneficial Unit Certificates and Preferred Units • Cash distributions related to BUCs may change at the discretion of the Partnership’s general partner. • A resurgence of higher than expected inflation may cause the real value of distributions on our BUCs and Preferred Units to decline. • Future issuances of additional BUCs could cause the market value of all outstanding BUCs to decline. • Certain rights of our BUC holders are limited by and subordinate to the rights of the holders of our Preferred Units, and these rights may have a negative effect on the value of the BUCs. • Holders of Preferred Units have extremely limited voting rights. • The General Partner has the authority to declare cash distributions related to the Preferred Units. • Holders of Preferred Units may have liability to repay distributions. • We may be required to redeem Preferred Units in the future. • The assets held by the Partnership may not be considered qualified investments under the CRA by the bank regulatory authorities. • Under certain circumstances, investors may not receive CRA credit for their investment in the Preferred Units. • The Partnership’s portfolio investment decisions may create CRA strategy risks. • The Preferred Units are subordinated to existing and future debt obligations, and the interests could be diluted by the issuance of additional units, including additional Preferred Units, and by other transactions. • Holders of the Preferred Units may be required to bear the risks of an investment for an indefinite period of time. • Treatment of distributions on our Preferred Units is uncertain. • There is no public market for the Preferred Units, which may prevent an investor from liquidating its investment. • Market interest rates may adversely affect the value of the Preferred Units.
Risks Related to Ownership of Beneficial Unit Certificates and Preferred Units • Cash distributions related to BUCs may change at the discretion of the Partnership’s general partner. • A resurgence of inflation may cause the real value of distributions on our BUCs and Preferred Units to decline. • Future issuances of additional BUCs could cause the market value of all outstanding BUCs to decline. • Certain rights of our BUC holders are limited by and subordinate to the rights of the holders of our Preferred Units, and these rights may have a negative effect on the value of the BUCs. • Holders of Preferred Units have extremely limited voting rights. • The General Partner has the authority to declare cash distributions related to the Preferred Units. • Holders of Preferred Units may have liability to repay distributions. • We may be required to redeem Preferred Units in the future. • The assets held by the Partnership may not be considered qualified investments under the CRA by the bank regulatory authorities. • Under certain circumstances, investors may not receive CRA credit for their investment in the Preferred Units. • The Partnership’s portfolio investment decisions may create CRA strategy risks. • The Preferred Units are subordinated to existing and future debt obligations, and the interests could be diluted by the issuance of additional units, including additional Preferred Units, and by other transactions. • Holders of the Preferred Units may be required to bear the risks of an investment for an indefinite period of time. • Treatment of distributions on our Preferred Units is uncertain. • There is no public market for the Preferred Units, which may prevent an investor from liquidating its investment. • Market interest rates may adversely affect the value of the Preferred Units.
The measurement of credit losses for our available-for-sale MRB and taxable MRBs investments are evaluated under a different model under the accounting guidance that focuses on declines in fair value, conditions specific to the security and related collateral, and the Partnership’s intent to hold the investments.
The measurement of credit losses for our available-for-sale MRB and taxable MRBs investments are evaluated under a different model under the accounting guidance that focuses on declines in fair value, conditions specific to the security and related collateral, and our intent to hold the investments.
Further, rising interest rates could also adversely affect our performance if we hold investments with variable interest rates, subject to 26 specified minimum interest rates (such as a SOFR floor, as applicable), while at the same time engaging in borrowings subject to variable interest rates not subject to such minimums.
Further, rising interest rates could also adversely affect our performance if we hold investments with variable interest rates, subject to specified minimum interest rates (such as a SOFR floor, as applicable), while at the same time engaging in borrowings subject to variable interest rates not subject to such minimums.
Our investment assets are generally illiquid and our valuation estimates are subject to inherent uncertainty. 27 Our investment assets are relatively illiquid and do not have active trading markets. There are no market makers, price quotations, or other indications of a developed secondary trading market for most of our investments.
Our investment assets are generally illiquid and our valuation estimates are subject to inherent uncertainty. Our investment assets are relatively illiquid and do not have active trading markets. There are no market makers, price quotations, or other indications of a developed secondary trading market for most of our investments.
During periods of low prevailing interest rates, the interest rates we earn on new interest-bearing assets we acquire may be lower than the interest rates on our existing portfolio of interest-bearing assets. In order to maintain or grow our investment portfolio size and earnings, we must reinvest repayment proceeds in new investment 33 assets.
During periods of low prevailing interest rates, the interest rates we earn on new interest-bearing assets we acquire may be lower than the interest rates on our existing portfolio of interest-bearing assets. In order to maintain or grow our investment portfolio size and earnings, we must reinvest repayment proceeds in new investment assets.
If a property is unable to pay current debt service obligations on its property loan, a default may occur. We may not be able to or do not expect to pursue foreclosure or other remedies against a property upon default of a property loan if the property is not in default on the MRB.
If a property is unable to pay current debt service obligations on its property loan, a default may occur. We may not be able to or do not expect to pursue foreclosure or other remedies against a property upon default of a property loan if the property is not also in default on the MRB.
If the Partnership is required to perform under a forward loan purchase agreement, then it has 30 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.
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.
There is a risk that construction of the properties may be substantially delayed or never completed for many reasons including, but not limited to, (i) insufficient financing to complete the project due to underestimated construction costs or cost overruns; (ii) failure of contractors or subcontractors to perform under their agreements; (iii) availability of construction materials and appliances; (iv) inability to obtain governmental approvals; (v) labor disputes; and (vi) adverse weather and other unpredictable contingencies beyond the control of the developer.
There is a risk that construction of the properties may be substantially delayed or never completed for many reasons including, but not limited to, (i) insufficient financing to complete the property due to underestimated construction costs or cost overruns; (ii) failure of contractors or subcontractors to perform under their agreements; (iii) availability of construction materials and appliances; (iv) inability to obtain governmental approvals; (v) labor disputes; and (vi) adverse weather and other unpredictable contingencies beyond the control of the developer.
Such risks include, but are not limited to, declines in property values, occupancy and rental rates, increases in operating expenses, and the ability to finance or refinance related debt, if needed.
Such risks include, but are not limited to, declines in property values, occupancy and rental rates, increases in operating expenses, and the 29 ability to finance or refinance related debt, if needed.
In other cases, we may decide to forego certain types of available security if we determine that the security is not necessary or is too expensive to obtain in relation to the risks covered.
In other cases, we may decide to 28 forego certain types of available security if we determine that the security is not necessary or is too expensive to obtain in relation to the risks covered.
Market interest rates may adversely affect the value of the Preferred Units. 40 One of the factors that will influence the value of the Preferred Units will be the distribution rate on the Preferred Units (as a percentage of the price of the units) relative to market interest rates.
Market interest rates may adversely affect the value of the Preferred Units. One of the factors that will influence the value of the Preferred Units will be the distribution rate on the Preferred Units (as a percentage of the price of the units) relative to market interest rates.
If CRA credit is not given, there is a risk that an investor may not fulfill its CRA requirements. The Partnership’s portfolio investment decisions may create CRA strategy risks.
If CRA credit is not given, there is a risk that an investor may not fulfill its CRA requirements. 37 The Partnership’s portfolio investment decisions may create CRA strategy risks.
While we believe that all 41 interest income is qualifying income, some of our income is non-qualifying income and it is possible that the IRS may not consider some or all our income that we consider qualifying income to be non-qualifying income.
While we believe that all interest income is qualifying income, some of our income is non-qualifying income and it is possible that the IRS may not consider some or all our income that we consider qualifying income to be non-qualifying income.
Moreover, there is no guarantee that future changes to the CRA or future interpretations by the FFIEC will not affect the continuing 39 eligibility of the Partnership’s investments.
Moreover, there is no guarantee that future changes to the CRA or future interpretations by the FFIEC will not affect the continuing eligibility of the Partnership’s investments.
While we may require borrowers and their affiliates to provide certain payment guaranties during the construction and lease-up phases, we may not be able to do so in all cases or such guaranties may not fully protect us in the event a property is not leased to an adequate level of rents or economic occupancy as anticipated.
While we may require developers and their affiliates to provide certain payment guaranties during the construction and lease-up phases, we may not be able to do so in all cases, or such guaranties may not fully protect us in the event a property is not leased to an adequate level of rents or economic occupancy as anticipated.
In addition, one JV Equity Investment for a property in Texas is reported as a consolidated VIE as of December 31, 2024. Such concentration exposes us to potentially negative effects of local or regional economic downturns, which could prevent us from realizing returns on our investments and recovery of our investment capital.
In addition, one JV Equity Investment for a property in Texas is reported as a consolidated VIE as of December 31, 2025. Such concentration exposes us to potentially negative effects of local or regional economic downturns, which could prevent us from realizing returns on our investments and recovery of our investment capital.
Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value or purchasing power of money. Inflation rates may change frequently and significantly due to various factors, including unexpected shifts in the domestic or global economy and changes in economic policies.
Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value or purchasing power of money. Inflation rates may change frequently and significantly due to various factors, including unexpected shifts in the domestic or global economy and changes in economic and fiscal policies, including tariffs.
If any loss suffered by a multifamily property owner relating to an MRB is not insured or exceeds applicable insurance limits, this could increase the risk of loss in the Partnership’s MRB portfolio, which could have a material adverse effect on the Partnership’s business, financial condition, and results of operations.
If any loss suffered by a multifamily property owner relating to an MRB is not insured or exceeds applicable insurance limits, this could increase the risk of loss in our MRB portfolio, which could have a material adverse effect on our business, financial condition, and results of operations.
Potential changes in the value of our variable rate assets are primarily driven by market credit spreads, not changes in the absolute level of market interest rates, such that valuations are typically at or near par. We were not required to post any additional collateral with Barclays during 2024.
Potential changes in the value of our variable rate assets are primarily driven by market credit spreads, not changes in the absolute level of market interest rates, such that valuations are typically at or near par. We were not required to post any additional collateral with Barclays during 2025.
If a property owner does not carry rental interruption insurance, the loss of rental income would reduce the cash flow available to pay principal and interest on MRBs, GILs and property loans secured by these properties. In addition, the property owner could also lose their allocation of LIHTCs if the property was not repaired.
If a property owner does not carry rental interruption insurance, the loss of rental income would reduce the cash flow available to pay principal and interest on MRBs, GILs and property loans secured by the property. In addition, the property owner could also lose their allocation of LIHTCs if the property was not repaired.
Higher interest rates may result in higher than anticipated construction costs, which may require us to contribute additional equity and/or result in ultimately lower returns during the operating period and upon sale. We finance the purchase of a significant portion of our investment assets.
Higher interest rates may result in higher than anticipated construction costs, which may require us to contribute additional equity and/or result in ultimately lower returns and potentially losses during the operating period and upon sale. We finance the purchase of a significant portion of our investment assets.
This measurement takes place at the time the financial asset is first added to the balance sheet and updated quarterly thereafter.
This measurement takes place at the time a financial asset is first added to the balance sheet and updated quarterly thereafter.
We are subject to various risks associated with our secured line of credit arrangements. We have two secured lines of credit that we utilize as temporary financing for our investment acquisitions and for general working capital needs. Balances on our secured lines of credit are secured by certain investment assets pledged as collateral.
We are subject to various risks associated with our secured line of credit arrangements and mortgage payable. We have two secured lines of credit that we utilize as temporary financing for our investment acquisitions and for general working capital needs. Balances on our secured lines of credit are secured by certain investment assets pledged as collateral.
Whether because of a global or local financial crises or other circumstances, such as if one or more of our lenders experiences severe financial difficulties, lenders could become unwilling or unable to provide us with financing, could increase our retained interests required for such financing, or could increase the costs of financing.
Whether because of a global or local financial crises or other circumstances, such as if one or more of our lenders experience severe financial difficulties, lenders could become unwilling or unable to provide us with financing, could increase our retained interests required for such financing, or could increase the costs of financing.
This makes our MRB investments subject to risks usually associated with direct investments in such properties. Defaults may occur if a property is unable to sustain net cash flow at a level necessary to pay its debt service obligations.
This makes our MRB investments subject to risks usually associated with direct investments in such properties. Defaults may occur if a property is unable to generate or sustain net cash flow at a level necessary to pay its debt service obligations.
The current global financial market situation, as well as various social and political circumstances in the U.S. and around the world, including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, adverse effects of climate crisis and global health epidemics, may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide.
Global financial market dynamics, as well as various social and political circumstances in the U.S. and around the world, including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, adverse effects of climate crisis and global health epidemics, may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide.
In particular, current military conflicts (including the Russia-Ukraine war and the Israel-Hamas war), including comprehensive international sanctions, the impact on inflation and increased disruption to supply chains may impact our counterparties with which we do business, and specifically our financing counterparties and financial institutions from which we obtain financing for the purchase of our investments, result in an economic downturn or recession either globally or locally in the U.S. or other economies, reduce business activity, spawn additional conflicts (whether in the form of traditional military action, reignited “cold” wars or in the form of virtual warfare such as cyberattacks) with similar and perhaps wider ranging impacts and consequences and have an adverse impact on the Partnership’s returns, net income, and CAD.
In particular, current military conflicts, including comprehensive international sanctions, the impact on inflation and increased disruption to supply chains may impact our counterparties with which we do business, and specifically our financing counterparties and financial institutions from which we obtain financing for the purchase of our investments, result in an economic downturn or recession either globally or locally in the U.S. or other economies, reduce business activity, spawn additional conflicts (whether in the form of traditional military action, reignited “cold” wars or in the form of virtual warfare such as cyberattacks) with similar and perhaps wider ranging impacts and consequences and have an adverse impact on the Partnership’s returns, net income, and CAD.
The construction of the properties underlying our JV Equity Investments is dependent on obtaining construction loans from financial institutions that finance approximately 55% to 75% of the total cost of development with terms ranging from three to five years.
The construction of the properties underlying our JV Equity Investments is dependent on obtaining construction loans from financial institutions that finance approximately 55% to 75% of the total cost of development with terms ranging from three to seven years.
In such instances, we will pursue enforcement of payment guaranties from owners and their affiliates. The repayment of principal of our debt investments is principally dependent upon proceeds from the sale or refinancing of the secured properties.
In such instances, we will pursue enforcement of payment guaranties from developers and their affiliates. The repayment of principal of our debt investments is principally dependent upon proceeds from the sale or refinancing of the secured properties.
In such instances, we have contributed additional capital and may contribute further capital to the property to cover any capitalized interest shortfalls, which may negatively impact our return on investment. Each construction loan is subject to certain positive and negative covenants that, if not met, could result in a default on the construction loan.
In such instances, we have contributed additional capital and may contribute further capital to the property to cover any capitalized interest shortfalls, which may negatively impact our return on investment or potentially result in losses. Each construction loan is subject to certain positive and negative covenants that, if not met, could result in a default on the construction loan.
We report our derivative instruments at fair value on our financial statements with changes recorded in net income, which can be significant in periods of high interest rate volatility such as during 2022 through 2024. Further interest rate volatility may result in significant period to period volatility in our reported net income over the term of the derivative instruments.
We report our derivative instruments at fair value on our financial statements with changes recorded in net income, which can be significant in periods of interest rate volatility such as during 2022 through 2024. Future interest rate volatility may result in significant period to period volatility in our reported net income over the term of the derivative instruments.
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.
The Partnership has recourse to the managing member of the borrower entity and/or the property's general contractor for those agreements that are effective prior to the receipt of a certificate of occupancy.
Rising interest rates could also cause the developers of the projects we finance through MRBs, GILs, and property loans to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to delays in construction, leasing and stabilization of properties, and corresponding increased defaults.
Rising interest rates could also cause the borrowers of the properties we finance through MRBs, GILs, and property loans to shift cash from other 23 productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to delays in construction, leasing and stabilization of properties, and corresponding increased defaults.
A loss of rental income would also reduce the cash available for our JV Equity Investments to pay us distributions. Several of California’s largest property insurance providers have recently paused or severely limited their issuance of new policies, or their renewal of existing policies, in the state, which could increase the Partnership’s risk of loss in its MRB portfolio.
A loss of rental income would also reduce the cash available from our JV Equity Investments to pay us distributions. Several of California’s largest property insurance providers have previously paused or severely limited their issuance of new policies, or their renewal of existing policies, in the state, which could increase the Partnership’s risk of loss in its MRB portfolio.
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 property loan will default and our recourse is to foreclose on the underlying property. We will also enforce our available recourse guaranty provisions against affiliates of the borrower.
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 property loan will default and our recourse is to foreclose on the underlying property. We will also enforce our available recourse guaranty provisions against the developers and their affiliates.
If the value of the property is less than the outstanding principal balance plus accrued interest on the GIL and related property loan, and we are unable to recoup any shortfall through enforcement of guaranties against affiliates of the borrower, then we will incur a loss.
If the value of the property is less than the outstanding principal balance plus accrued interest on the GIL and related property loan, and we are unable to recoup any shortfall through enforcement of guaranties, then we will incur a loss.
Concern about the stability of the low income housing tax credit markets has led many lenders and institutional investors to reduce, and in some cases cease providing, funding to borrowers and our access to debt financing may be adversely affected.
Concern about the stability of the low income housing tax credit markets may lead many lenders and institutional investors to reduce, and in some cases cease providing, funding to borrowers and our access to debt financing may be adversely affected.
Any change in our distribution policy could have a material adverse effect on the market price of our BUCs. A resurgence of higher than expected inflation may cause the real value of distributions on our BUCs and Preferred Units to decline.
Any change in our distribution policy could have a material adverse effect on the market price of our BUCs. A resurgence of inflation may cause the real value of distributions on our BUCs and Preferred Units to decline.
Risks Related to Governmental and Regulatory Matters • We are not registered under the Investment Company Act. • Any downgrade, or anticipated downgrade, of U.S. sovereign credit ratings or the credit ratings of the GSEs by the various credit rating agencies may materially adversely affect our business. • A change in the federal conservatorship of Fannie Mae and Freddie Mac and related efforts, along with any changes in laws and regulations affecting the relationship between Fannie Mae, Freddie Mac, and the U.S. government, may materially adversely affect our business, financial condition and results of operations. • The Partnership faces legislative and regulatory risks in connection with its assets and operations, including under the CRA.
Risks Related to Governmental and Regulatory Matters • We are not registered under the Investment Company Act. • Any downgrade, or anticipated downgrade, of U.S. sovereign credit ratings or the credit ratings of the GSEs by the various credit rating agencies may materially adversely affect our business. • A change in the federal conservatorship of Fannie Mae and Freddie Mac and related efforts, along with any changes in laws and regulations affecting the relationship between Fannie Mae, Freddie Mac, and the U.S. government, may materially adversely affect our business, financial condition and results of operations. • Appropriations risk related to HUD’s Section 8 housing programs. • The Partnership faces legislative and regulatory risks in connection with its assets and operations, including under the CRA.
If the proceeds from the sale of the trust collateral are not sufficient to pay the principal amount of the senior securities plus accrued interest and all trust-related expenses then, we will be required, through our guaranty of the trusts, to fund any such shortfall.
If the proceeds from the sale of the trust collateral are not sufficient to pay the principal amount of the senior securities plus accrued interest and all trust-related expenses then, we will be required, through our guaranty of the trusts, to fund any such shortfall. We may lose our investment in the residual interest.
Income from our property loans, taxable MRBs, taxable GILs, and JV Equity Investments and related gains or losses on sale are subject to federal and potentially state income taxes. Income from our former and any future MF Properties are also subject to federal and potentially state income taxes.
Income from our property loans, taxable MRBs, taxable GILs, JV Equity Investments and related gains or losses on sale are subject to federal and potentially state income taxes. Income from our MF Properties are also subject to federal and potentially state 38 income taxes.
The assets held by the Partnership may not be considered qualified investments under the CRA by the bank regulatory authorities. On October 24, 2023, the federal banking agencies released a final rule significantly revising the framework that the agencies use to evaluate banks’ records of meeting the credit needs of their entire communities under the CRA.
The assets held by the Partnership may not be considered qualified investments under the CRA by the bank regulatory authorities. On October 24, 2023, the federal banking agencies released a final rule which would have revised the framework that the agencies use to evaluate banks’ records of meeting the credit needs of their entire communities under the CRA.
Downgrades by rating agencies of the U.S. government’s credit rating or concerns about its debt and deficit levels in general, could cause interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our investment portfolio and our ability to access the debt markets on favorable terms.
Concerns about the U.S. government’s debt and deficit levels in general could cause interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our investment portfolio and our ability to access the debt markets on favorable terms.
Such concentrations expose us to potentially negative effects of local or regional economic downturns, which could prevent us from collecting principal and interest on our investments. As of December 31, 2024, eight of our 12 JV Equity Investments are related to market-rate multifamily properties in Texas.
Such concentrations expose us to potentially negative effects of local or regional economic downturns, which could prevent us from collecting principal and interest on our investments. As of December 31, 2025, six of our 11 JV Equity Investments are related to market-rate multifamily properties in Texas.
However, such relationships may diverge in the near term, which may result in us being required to post collateral with Mizuho. Our total cash collateral posted at Mizuho was approximately $15.8 million and our net aggregate exposure, as calculated by Mizuho, was approximately zero as of December 31, 2024.
However, such relationships may diverge in the near term, which may result in us being required to post collateral with Mizuho. Our total cash collateral posted at Mizuho was approximately $10.6 million and our net aggregate exposure, as calculated by Mizuho, was approximately zero as of December 31, 2025.
Our net aggregate exposure, as calculated by Barclays, was in favor of the Partnership in an amount of approximately $6.5 million as of December 31, 2024. If the value of the Partnership’s net aggregate position with Barclays decreases over $6.5 million then we will be required to post cash collateral equal to the net negative exposure.
Our net aggregate exposure, as calculated by Barclays, was in favor of the Partnership in an amount of approximately $7.0 million as of December 31, 2025. If the value of the Partnership’s net aggregate position with Barclays decreases over $7.0 million then we will be required to post cash collateral equal to the net negative exposure.
A covenant default by Greystone Select will trigger a default on our obligations under the General LOC supported by Greystone Select and accelerate amounts owed to the lenders. Risks Related to Ownership of Beneficial Unit Certificates and Preferred Units Cash distributions related to BUCs may change at the discretion of the Partnership’s general partner.
A covenant default by Greystone Select, if not cured, will trigger a default on our obligations under the mortgage and accelerate amounts owed to the lenders. Risks Related to Ownership of Beneficial Unit Certificates and Preferred Units Cash distributions related to BUCs may change at the discretion of the Partnership’s general partner.
Under the revised framework, banks 38 with assets of at least $2 billion are considered large banks and, accordingly, will have their retail lending, retail services and products, community development financing and community development services subject to periodic evaluation under complex, multi-part standards, and banks with assets greater than $10 billion will be subject to enhanced reporting requirements.
Under the revised framework, banks with assets of at least $2 billion were to be considered large banks, with their retail lending, retail services and products, community development financing and community development services subject to periodic evaluation under complex, multi-part standards, and banks with assets greater than $10 billion were to be subject to enhanced reporting requirements.
The terms of these securitization programs differ, but in general require our investment assets be placed into a trust or other special purpose entity that issues senior securities to unaffiliated investors while we retain a residual interest.
We obtain debt financing through various securitization programs related to our investment assets. The terms of these securitization programs differ, but in general require our investment assets be placed into a trust or other special purpose entity that issues senior securities to unaffiliated investors while we retain a residual interest.
While consumer and producer inflation rates have moderated or declined during the second half of 2024, the aggregate effects of the elevated inflation rates experienced from 2021 to 2023, as well as the potential for a resurgence in inflation, continue to present risks to the Partnership.
While consumer and producer inflation rates have moderated in 2024 and 2025, the aggregate effects of the elevated inflation rates experienced from 2021 to 2023, as well as the potential for a resurgence in inflation, continue to present risks to the Partnership.
The properties are predominately managed by a property management company affiliated with our joint venture partner. Decisions on when to sell an individual property are made by our joint venture partner based on its view of the local market conditions and current leasing trends, so we have limited influence on the operating policies and procedures for the JV Equity Investments.
Decisions on when to sell an individual property are made by our joint venture partner based on its view of the local market conditions and current leasing trends, so we have limited influence on the operating policies and procedures for the JV Equity Investments.
Our ability to sell investment assets and the price we receive upon sale, will be affected by the number of potential buyers, the number of similar securities on the market at the time, investor capitalization rates, available credit to buyers, and other market conditions. The sale of an investment could result in a loss to the Partnership.
Our ability to sell investment assets and the price we receive upon sale, will be affected by the number of potential buyers, the number of similar securities on the market at the time, investor capitalization rates, available credit to buyers, and other market conditions.
Our gross outstanding investment commitments were approximately $171.4 million as of December 31, 2024. We believe our liquidity sources and debt financing arrangements are sufficient to fund our current investment commitments over time.
Our gross outstanding investment commitments were approximately $94.5 million as of December 31, 2025. We believe our liquidity sources and debt financing arrangements are sufficient to fund our current investment commitments over time.
However, such ratio may not be accurate in the short term or long term in the future. • Changes in interest rates can adversely affect the net interest cost of total return swaps. • We may be required to post collateral with our counterparty for decreases in the fair value of our derivative instruments, to the extent such decreases are not offset by increased valuations on other positions. • If we elect to terminate our derivative instruments prior to the contractual maturity and the fair value is below zero, then we will be required to advance to our counterparty equal to the negative fair value.
However, such ratio may not be accurate in the short term or long term in the future. 34 • We may be required to post collateral with our counterparty for decreases in the fair value of our derivative instruments, to the extent such decreases are not offset by increased valuations on other positions. • If we elect to terminate our derivative instruments prior to the contractual maturity and the fair value is below zero, then we will be required to advance to our counterparty equal to the negative fair value.
Our positions subject to daily valuation adjustment consist of $23.0 million of fixed rate MRBs, $103.9 million of fixed rate GILs and taxable GILs, $22.2 million of variable rate GILs, and $13.6 million notional balance of two interest rate swaps.
Our positions subject to daily valuation adjustment consist of $153.6 million of fixed rate GILs and taxable GILs, $23.0 million of fixed rate MRBs, and $13.6 million notional balance of two interest rate swaps.
Consequently, depending on market conditions at the relevant time, we may have to rely on additional equity issuances to meet our capital and financing needs, which may be dilutive to our Unitholders, or we may have to rely on less efficient forms of debt financing at higher costs thereby reducing our operating cash flows, net income and CAD, and reducing our funds available to make additional investments.
Consequently, depending on market conditions at the relevant time, we may have to rely on additional equity issuances to meet our capital and financing needs, which may be dilutive to our Unitholders, or we may have to rely on less efficient forms of debt financing at higher costs thereby reducing our operating cash flows, net income and CAD, and reducing our funds available to make additional investments. 32 There are risks associated with debt financing programs that involve securitization of our investment assets.
We can offer no assurance that continued significant changes in market interest rates will not have a material adverse effect on our net income and CAD. In periods of rising interest rates, our cost of funds may further increase, which could reduce our net income and CAD. We are subject to risks related to inflation.
We can offer no assurance that future changes in market interest rates will not have a material adverse effect on our net income and CAD. If interest rates unexpectedly rise, our cost of funds may further increase, which could reduce our net income and CAD. We are subject to risks related to any resurgence in inflation.
Although we are not aware of any material cybersecurity incidents that have affected our business and operations, we cannot be certain that our security efforts and measures, and those of our third-party service providers, will be effective or that our financial results will not be negatively impacted by cybersecurity incidents in the future.
Although we are not aware of any material cybersecurity incidents that have affected our business and operations, we cannot be certain that our security efforts and measures, and those of our third-party service providers, will be effective or that our financial results will not be negatively impacted by cybersecurity incidents in the future. 41 The inappropriate use of certain media could cause brand damage or information leakage.
If the guarantor is unable to perform on the guaranty, we may be prevented from realizing the returns earned on our Vantage JV Equity Investments during the guaranty period, which will result in the recognition of losses.
If the guarantor is unable to perform on the guaranty, we may be prevented from realizing the returns earned on our Vantage JV Equity Investments during the guaranty period, which will result in the recognition of losses. There are risks associated with our ownership of MF Properties.
On March 29, 2024, however, the District Court for the Northern District of Texas granted a preliminary injunction that enjoined the federal banking agencies from enforcing the final rule, and this injunction remains in place.
On March 29, 2024, however, the U.S. District Court for the Northern District of Texas granted a preliminary injunction that enjoined the federal banking agencies from enforcing the final rule.
General Risk Factors • We face possible risks associated with the effects of climate change and severe weather. • We are increasingly dependent on information technology, and potential disruption, cyber-attacks, security issues, and expanding social media vehicles present new risks. • Developments related to artificial intelligence could result in reputational or competitive harm, legal liability, and other adverse effects on our business. 25 Risks Related to our Business and Investments We are managed by our General Partner and engage in transactions with related parties.
General Risk Factors • We face possible risks associated with the effects of climate change and severe weather. • We are increasingly dependent on information technology, and potential disruption, cyber-attacks, security issues, and expanding social media vehicles present new risks. • Developments related to artificial intelligence could result in reputational or competitive harm, legal liability, and other adverse effects on our business. • The use of, or inability to use, artificial intelligence by us, our property owners, and our unitholders presents risks and challenges that may adversely impact our business and operating results or the business and operating results of our property owners and vendors. 22 Risks Related to our Business and Investments We are managed by our General Partner and engage in transactions with related parties.
A third-party guarantor has provided a guaranty of preferred returns on each of our Vantage JV Equity Investments through the fifth anniversary of construction commencement, up to a maximum amount for each investment.
There is risk that a third-party developer that has provided guaranties of preferred returns on our Vantage JV Equity Investments may not perform. A third-party guarantor has provided a guaranty of preferred returns on each of our Vantage JV Equity Investments through the fifth anniversary of construction commencement, up to a maximum amount for each investment.
We cannot assure you that we will have access to adequate equity or debt capital on favorable terms (including, without limitation, cost, advance rates, and term) at the desired times, or at all, which may cause us to curtail our new investment activities and/or dispose of assets, which could materially adversely affect our operating cash flows and results of operations. 31 If we acquire ownership of properties securing our investment assets through foreclosure or otherwise, we will be subject to all the risks normally associated with the ownership of such properties.
We cannot assure you that we will have access to adequate equity or debt capital on favorable terms (including, without limitation, cost, advance rates, and term) at the desired times, or at all, which may cause us to curtail our new investment activities and/or dispose of assets, which could materially adversely affect our operating cash flows and results of operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThese consultations with the Chief Information Security Officer typically encompass a broad range of 44 topics, including the current cybersecurity landscape and emerging threats; the status of ongoing cybersecurity initiatives and strategies; incident reports and learnings from any cybersecurity events; and compliance with regulatory requirements and industry standards.
Biggest changeThese consultations with the Chief Information Security Officer typically encompass a broad range of topics, including the current cybersecurity landscape and emerging threats; the status of ongoing cybersecurity initiatives and strategies; incident reports and learnings from any cybersecurity events; and compliance with regulatory requirements and industry standards.
This review assists in identifying areas for improvement and ensuring the alignment of cybersecurity efforts with the overall risk management framework of the Partnership. Additional third parties, contracted with by our third-party service providers, also play a role in the Partnership’s overall cybersecurity.
This review assists in identifying areas for improvement and ensuring the alignment of cybersecurity efforts with the overall risk management framework of the Partnership. 43 Additional third parties, contracted with by our third-party service providers, also play a role in the Partnership’s overall cybersecurity.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeSee Note 3 of the consolidated financial statements in Item 8 for further information.
Biggest changeSee Note 3 of the consolidated financial statements in Item 8 for further information. In January and February 2026, the Partnership acquired four properties previously owned by non-profit borrowers of certain MRB investments via deed in lieu of foreclosure. See Note 26 to the Partnership’s consolidated financial statements for additional information.
We recorded one JV Equity Investment, Vantage at San Marcos, as a consolidated VIE and is reported within the Market-Rate Joint Venture Investments segment as of December 31, 2024. We own certain land held for development that is reported within the Affordable Multifamily Investments segment as of December 31, 2024.
We recorded one JV Equity Investment, Vantage at San Marcos, as a consolidated VIE and is reported within the Market-Rate Joint Venture Investments segment as of December 31, 2025. We own certain land held for development that is reported within the Affordable Multifamily Investments segment as of December 31, 2025.
Our real estate assets are summarized as follows: December 31, 2024 December 31, 2023 Property Name Location Land and Land Improvements Buildings and Improvements Carrying Value Land and Land Improvements Buildings and Improvements Carrying Value Vantage at San Marcos (1) San Marcos, TX 2,660,615 1,136,167 3,796,782 2,660,615 946,043 3,606,658 Land held for development Richland County, SC 1,109,482 - 1,109,482 1,109,482 - 1,109,482 $ 4,906,264 $ 4,716,140 Less accumulated depreciation - - Real estate assets, net $ 4,906,264 $ 4,716,140 45 (1) The assets are owned by a consolidated VIE for the development of a market-rate multifamily property.
Our real estate assets are summarized as follows: December 31, 2025 December 31, 2024 Property Name Location Land and Land Improvements Buildings and Improvements Carrying Value Land and Land Improvements Buildings and Improvements 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 development Richland County, SC 1,109,482 - 1,109,482 1,109,482 - 1,109,482 Real estate assets $ 3,622,574 $ 4,906,264 (1) The assets are owned by a consolidated VIE for the development of a market-rate multifamily property.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeUnregistered Sale of Equity Securities The Partnership did not sell any BUCs or Preferred Units in 2024, 2023, or 2022 that were not registered under the Securities Act of 1933, as amended. The Partnership did not repurchase any outstanding BUCs during the fourth quarter of 2024. 47
Biggest changeThe Partnership’s previous Equity Incentive Plan expired on June 23, 2025 Unregistered Sale of Equity Securities The Partnership did not sell any BUCs or Preferred Units in 2025, 2024, or 2023 that were not registered under the Securities Act of 1933, as amended. The Partnership did not repurchase any outstanding BUCs during the fourth quarter of 2025. 45
In addition, the Partnership had outstanding unvested RUAs for 99,459 BUCs held by 18 individuals as of December 31, 2024. Distributions Future distributions paid by the Partnership per BUC will be at the sole discretion of its General Partner and will be based upon financial, capital, and cash flow considerations.
In addition, the Partnership had outstanding unvested RUAs for 295,891 BUCs held by 22 individuals as of December 31, 2025. Distributions Future distributions paid by the Partnership per BUC will be at the sole discretion of its General Partner and will be based upon financial, capital, and cash flow considerations.
Item 5. Market for the Registrant’s Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities. Market Information The Partnership’s BUCs trade on the NYSE under the trading symbol “GHI.” BUC Holder Information As of December 31, 2024, we had 23,171,226 BUCs outstanding held by a total of approximately 15,700 holders of record.
Item 5. Market for the Registrant’s Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities. Market Information The Partnership’s BUCs trade on the NYSE under the trading symbol “GHI.” BUC Holder Information As of December 31, 2025, we had 23,266,619 BUCs outstanding held by a total of approximately 14,500 holders of record.
Removed
Equity Compensation Plan Information The following table provides information with respect to compensation plans under which equity securities of the Partnership are currently authorized for issuance as of December 31, 2024: Number of shares to be issued upon exercise of outstanding options, warrants, and rights Weighted-average price of outstanding options, warrants, and rights Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)) Plan Category (a) (b) (c) Equity compensation plans approved by Unitholders 99,459 $ - 311,771 (1) Equity compensation plan not approved by Unitholders - - - Total 99,459 $ - 311,771 (1) Represents the BUCs which remain available for future issuance under the Amended and Restated Greystone Housing Impact Investors LP 2015 Equity Incentive Plan.
Added
Equity Compensation Plan Information The Partnership does not have any compensation plans under which equity securities of the Partnership are currently authorized for issuance as of December 31, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeNumber of Units as of December 31, Physical Occupancy (1) as of December 31, Economic Occupancy (2) for the years ended December 31, Property Name State 2024 2024 2023 2022 2024 2023 2022 MRB Multifamily Properties-Stabilized (3) CCBA Senior Garden Apartments CA 45 100 % 91 % 100 % 107 % 94 % 95 % Courtyard (4) CA 108 98 % 98 % 100 % 95 % 98 % 96 % Glenview Apartments CA 88 98 % 92 % 97 % 91 % 84 % 86 % Harden Ranch (4) CA 100 99 % 100 % 99 % 97 % 98 % 96 % Harmony Court Bakersfield (4) CA 96 96 % 95 % 96 % 95 % 93 % 90 % Harmony Terrace (4) CA 136 97 % 99 % 95 % 131 % 136 % 132 % Las Palmas II (4) CA 81 100 % 100 % 99 % 98 % 98 % 98 % Lutheran Gardens CA 76 96 % 97 % 91 % 93 % 94 % 90 % Montclair Apartments CA 80 100 % 100 % 98 % 99 % 91 % 93 % Montecito at Williams Ranch Apartments CA 132 97 % 98 % 90 % 104 % 104 % 101 % Montevista CA 82 98 % 94 % 93 % 103 % 97 % 90 % Ocotillo Springs CA 75 97 % 100 % 100 % 100 % 99 % 93 % San Vicente (4) CA 50 100 % 100 % 98 % 97 % 90 % 88 % Santa Fe Apartments CA 89 97 % 100 % 93 % 96 % 96 % 91 % Seasons at Simi Valley CA 69 93 % 97 % 97 % 120 % 121 % 118 % Seasons Lakewood (4) CA 85 99 % 99 % 100 % 109 % 109 % 102 % Seasons San Juan Capistrano (4) CA 112 95 % 97 % 96 % 101 % 102 % 100 % Solano Vista (4) CA 96 97 % 100 % 99 % 91 % 89 % 86 % Summerhill CA 128 95 % 93 % 98 % 97 % 93 % 90 % Sycamore Walk (4) CA 112 100 % 95 % 96 % 94 % 93 % 84 % The Village at Madera (4) CA 75 96 % 99 % 96 % 104 % 104 % 98 % Tyler Park Townhomes (4) CA 88 98 % 99 % 100 % 98 % 98 % 98 % Vineyard Gardens CA 62 100 % 100 % 100 % 103 % 103 % 100 % Westside Village Market (4) CA 81 99 % 98 % 99 % 98 % 95 % 91 % Copper Gate Apartments IN 129 94 % 96 % 98 % 98 % 97 % 101 % Renaissance LA 208 90 % 89 % 95 % 79 % 90 % 91 % Live 929 Apartments MD 575 91 % 67 % 91 % 82 % 78 % 78 % Jackson Manor Apartments MS 60 100 % 98 % 95 % 96 % 97 % 96 % Silver Moon NM 151 96 % 95 % 94 % 95 % 95 % 96 % Village at Avalon NM 240 98 % 99 % 96 % 98 % 98 % 96 % Columbia Gardens SC 188 100 % 89 % 90 % 87 % 100 % 99 % Companion at Thornhill Apartments SC 180 99 % 100 % 100 % 84 % 81 % 81 % The Palms at Premier Park Apartments SC 240 96 % 97 % 98 % 88 % 86 % 88 % Village at River's Edge SC 124 85 % 95 % 95 % 91 % 92 % 95 % Willow Run SC 200 100 % 85 % 89 % 87 % 102 % 100 % Avistar at Copperfield TX 192 95 % 95 % 100 % 89 % 89 % 86 % Avistar at the Crest TX 200 90 % 96 % 98 % 88 % 91 % 86 % Avistar at the Oaks TX 156 93 % 97 % 97 % 86 % 90 % 90 % Avistar at the Parkway TX 236 90 % 84 % 97 % 74 % 80 % 84 % Avistar at Wilcrest TX 88 86 % 94 % 90 % 83 % 83 % 77 % Avistar at Wood Hollow TX 409 82 % 92 % 97 % 76 % 88 % 88 % Avistar in 09 TX 133 94 % 99 % 98 % 91 % 94 % 93 % Avistar on the Boulevard TX 344 83 % 90 % 93 % 75 % 82 % 84 % Avistar on the Hills TX 129 88 % 96 % 96 % 83 % 87 % 84 % Bruton Apartments TX 264 72 % 81 % 84 % 58 % 49 % 63 % Concord at Gulfgate TX 288 88 % 93 % 90 % 85 % 80 % 85 % Concord at Little York TX 276 82 % 88 % 90 % 77 % 76 % 75 % Concord at Williamcrest TX 288 90 % 95 % 92 % 83 % 86 % 82 % Crossing at 1415 TX 112 82 % 95 % 96 % 81 % 85 % 87 % Decatur Angle TX 302 82 % 88 % 86 % 63 % 69 % 68 % Esperanza at Palo Alto TX 322 85 % 88 % 86 % 73 % 74 % 75 % Heights at 515 TX 96 91 % 92 % 93 % 84 % 86 % 89 % Heritage Square TX 204 86 % 95 % 97 % 86 % 87 % 84 % Oaks at Georgetown (4) TX 192 90 % 94 % 97 % 82 % 91 % 91 % 15 West Apartments WA 120 99 % 100 % 99 % 97 % 98 % 99 % 8,792 91.2 % 91.9 % 94.2 % 85.6 % 87.6 % 87.4 % (1) Physical occupancy is defined as the total number of units occupied divided by total units at the date of measurement.
Biggest changeNumber of Units as of December 31, Physical Occupancy (1) as of December 31, Economic Occupancy (2) for the year ended December 31, Property Name State 2025 2025 2024 2025 2024 MRB Multifamily Properties-Stabilized (3) CCBA Senior Garden Apartments CA 45 91 % 100 % 91 % 107 % Courtyard CA 108 99 % 100 % 92 % 94 % Glenview Apartments CA 88 92 % 98 % 88 % 91 % Harden Ranch CA 100 98 % 100 % 95 % 97 % Harmony Court Bakersfield CA 96 99 % 93 % 94 % 94 % Harmony Terrace CA 136 96 % 99 % 127 % 125 % Las Palmas II CA 81 100 % 100 % 92 % 97 % Montclair Apartments CA 80 100 % 100 % 98 % 99 % Montecito at Williams Ranch Apartments CA 132 94 % 97 % 102 % 104 % Montevista CA 82 95 % 98 % 97 % 103 % Ocotillo Springs CA 75 97 % 97 % 99 % 100 % San Vicente CA 50 98 % 100 % 96 % 96 % Santa Fe Apartments CA 89 89 % 97 % 84 % 96 % Seasons at Simi Valley CA 69 96 % 93 % 112 % 120 % Seasons Lakewood CA 85 99 % 99 % 102 % 107 % Seasons San Juan Capistrano CA 112 100 % 99 % 98 % 97 % Solano Vista CA 96 100 % 90 % 88 % 94 % Summerhill CA 128 99 % 95 % 93 % 97 % Sycamore Walk CA 112 98 % 99 % 89 % 95 % The Village at Madera CA 75 97 % 96 % 101 % 105 % Tyler Park Townhomes CA 88 99 % 98 % 99 % 98 % Vineyard Gardens CA 62 100 % 100 % 105 % 103 % Wellspring Apartments CA 88 91 % 98 % 103 % 88 % Westside Village Market CA 81 100 % 100 % 96 % 98 % Handsel Morgan Village Apartments (4) GA 45 100 % n/a 97 % n/a Renaissance LA 208 85 % 90 % 77 % 79 % Live 929 Apartments MD 575 92 % 91 % 92 % 82 % Jackson Manor Apartments MS 60 100 % 100 % 98 % 96 % Silver Moon (5) NM 151 n/a n/a n/a n/a Village at Avalon NM 240 98 % 98 % 90 % 98 % Columbia Gardens SC 188 83 % 100 % 77 % 87 % Village at River's Edge SC 124 94 % 85 % 85 % 91 % Willow Run SC 200 86 % 100 % 74 % 87 % Avistar at Copperfield TX 192 91 % 95 % 85 % 89 % Avistar at the Crest TX 200 81 % 90 % 80 % 88 % Avistar at the Oaks TX 156 77 % 93 % 67 % 86 % Avistar at the Parkway TX 236 64 % 90 % 63 % 74 % Avistar at Wilcrest TX 88 67 % 86 % 70 % 83 % Avistar at Wood Hollow TX 409 87 % 82 % 68 % 76 % Avistar in 09 TX 133 81 % 94 % 81 % 91 % Avistar on the Boulevard TX 344 63 % 83 % 66 % 75 % Avistar on the Hills TX 129 76 % 88 % 66 % 83 % Bruton Apartments TX 264 73 % 72 % 45 % 58 % Concord at Gulfgate TX 288 88 % 88 % 80 % 85 % Concord at Little York TX 276 76 % 82 % 68 % 77 % Concord at Williamcrest TX 288 77 % 90 % 75 % 83 % Crossing at 1415 TX 112 78 % 82 % 72 % 81 % Decatur Angle TX 302 84 % 82 % 65 % 63 % Esperanza at Palo Alto TX 322 89 % 85 % 67 % 73 % Heights at 515 TX 96 78 % 91 % 76 % 84 % Heritage Square TX 204 81 % 86 % 70 % 86 % Oaks at Georgetown TX 192 96 % 87 % 61 % 70 % 15 West Apartments WA 120 91 % 99 % 92 % 97 % MRB Seniors Housing and Skilled Nursing Properties-Stabilized (3) Village Point (6) NJ 120 (6) 87 % 88 % n/a n/a 8,420 86.7 % 90.7 % 80.3 % 85.2 % (1) Physical occupancy is defined as the total number of units occupied divided by total units at the date of measurement.
(2) Economic occupancy is defined as the net rental income received divided by the maximum amount of rental income to be derived from each property. This statistic is reflective of rental concessions, delinquent rents and non-revenue units such as model units and employee units.
(2) Economic occupancy is defined as the net rental income received divided by the maximum amount of rental income to be derived from each property. This statistic is reflective of rental concessions, delinquent rents and non-revenue units such as model units and employee units.
Increasing interest rates generally result in unrealized gains while decreasing interest rates generally result in unrealized losses.
Increasing interest rates generally result in unrealized gains while decreasing interest rates generally result in unrealized losses.
Increasing interest rates generally result in unrealized gains while decreasing interest rates generally result in unrealized losses.
Increasing interest rates generally result in unrealized gains while decreasing interest rates generally result in unrealized losses.
In addition, we will consider the issuance of additional BUCs, Series A-1 Preferred Units, Series B Preferred Units, or other series of limited partnership interests in the Partnership based on needs and opportunities for executing our strategy.
In addition, we will consider the issuance of additional BUCs, Series A-1 Preferred Units, Series B Preferred Units, or other series of limited partnership interests in the Partnership based on needs and opportunities for executing our strategy.
To calculate CAD, the Partnership begins with net income as computed in accordance with GAAP and adjusts for non-cash expenses or income consisting of depreciation expense, amortization expense related to deferred financing costs, amortization of premiums and discounts, fair value adjustments to derivative instruments, provisions for credit and loan losses, impairments on MRBs, GILs, real estate assets and property loans, deferred income tax expense (benefit), and restricted unit compensation expense.
To calculate CAD, the Partnership begins with net income (loss) as computed in accordance with GAAP and adjusts for non-cash expenses or income consisting of depreciation expense, amortization expense related to deferred financing costs, amortization of premiums and discounts, fair value adjustments to derivative instruments, provisions for credit and loan losses, impairments on MRBs, GILs, real estate assets and property loans, deferred income tax expense (benefit), and restricted unit compensation expense.
The rent charged to income qualified tenants at MRB or GIL properties is often restricted to a certain percentage of the tenants’ income, making them more affordable. For any new MRB or GIL investments associated with a low-income housing tax credit property, restrictions regarding tenant incomes and rents charged to those low-income households are required.
The rent charged to income qualified tenants at MRB or GIL properties is often restricted to a certain percentage of the 50 tenants’ income, making them more affordable. For any new MRB or GIL investments associated with a low-income housing tax credit property, restrictions regarding tenant incomes and rents charged to those low-income households are required.
Held-to-Maturity Debt Securities, Held-for-Investment Loans and Related Unfunded Commitments 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.
Held-to-Maturity Debt Securities, Held-for-Investment Loans and Related Unfunded Commitments 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 78 forecasted economic conditions.
General and administrative expenses are typically paid from unrestricted cash on hand and operating cash flows. Investment Funding Commitments Our overall strategy is to invest in quality multifamily properties through the acquisition of MRBs, GILs, property loans and JV Equity Investments in both existing and new markets.
General and administrative expenses are typically paid from unrestricted cash on hand and operating cash flows. 72 Investment Funding Commitments Our overall strategy is to invest in quality multifamily properties through the acquisition of MRBs, GILs, property loans and JV Equity Investments in both existing and new markets.
Executive Summary The Partnership was formed in 1998 for the primary purpose of acquiring a portfolio of MRBs that are issued by state and local housing authorities to provide construction and/or permanent financing for affordable multifamily, seniors housing and commercial properties. We also invest in GILs, which, similar to MRBs, provide financing for affordable multifamily and seniors housing properties.
Executive Summary The Partnership was formed in 1998 for the purpose of acquiring a portfolio of MRBs that are issued by state and local housing authorities to provide construction and/or permanent financing for affordable multifamily, seniors housing and commercial properties. We also invest in GILs, which, similar to MRBs, provide financing for affordable multifamily and seniors housing properties.
Impairment of JV Equity Investments The Partnership reviews its investments in unconsolidated entities for impairment whenever events or changes in business circumstances indicate that the carrying amount of the investments may not be fully recoverable. The Partnership considers various qualitative and quantitative factors to determine if there are indications of impairment.
Impairment of JV Equity Investments The Partnership reviews its investments in unconsolidated entities for impairment whenever events or changes in business circumstances indicate that the carrying amount of the investments may not be fully recoverable. The Partnership considers various 79 qualitative and quantitative factors to determine if there are indications of impairment.
The provision for credit losses for the year ended December 31, 2024 included a recovery of our previously recorded allowance for credit loss for the Provision Center 2014-1 MRB in the amount of approximately $169,000 due to receipt of final bankruptcy proceeds that exceeded prior estimates.
The provision for credit losses for the year ended 61 December 31, 2024 included a recovery of our previously recorded allowance for credit loss for the Provision Center 2014-1 MRB in the amount of approximately $169,000 due to receipt of final bankruptcy proceeds that exceeded prior estimates.
The financing arrangements generally involve the securitization of these investment assets into trusts whereby we retain beneficial interests in the trusts that provide us certain rights to the underlying 77 investment assets. The senior securities are sold to unaffiliated parties in exchange for debt proceeds.
The financing arrangements generally involve the securitization of these investment assets into trusts whereby we retain beneficial interests in the trusts that provide us certain rights to the underlying investment assets. The senior securities are sold to unaffiliated parties in exchange for debt proceeds.
For this reason, we adjust net income for unrealized losses on our derivative instruments when calculating CAD, a non-GAAP performance measure discussed later in this Item 7, which we consider to be a useful measure of our operating performance.
For this reason, we adjust net income (loss) for unrealized losses on our derivative instruments when calculating CAD, a non-GAAP performance measure discussed later in this Item 7, which we consider to be a useful measure of our operating performance.
We regularly monitor and assess risks to achieving our business objectives and such risk assessments are discussed with both the Audit Committee and the full Board of Managers at regularly held meetings and in regular informal discussions.
We regularly monitor and assess risks to achieving our business objectives and such risk assessments are discussed 51 with both the Audit Committee and the full Board of Managers at regularly held meetings and in regular informal discussions.
The 3-year SOFR swap rate is a reasonable proxy for our interest rate swap portfolio as a whole as our derivatives are 49 primarily SOFR-denominated interest rate swaps and the weighted average life of our interest rate swap portfolio is typically between three and four years.
The 3-year SOFR swap rate is a reasonable proxy for our interest rate swap portfolio as a whole as our derivatives are primarily SOFR-denominated interest rate swaps and the weighted average life of our interest rate swap portfolio is typically between three and four years.
This assumption aligns with common market assumptions and the historical correlation between taxable and tax-exempt municipal short-term securities rates. However, such ratio may not be accurate in the short term or long term in the future.
This assumption 74 aligns with common market assumptions and the historical correlation between taxable and tax-exempt municipal short-term securities rates. However, such ratio may not be accurate in the short term or long term in the future.
We maintain an Acquisition LOC with a commitment of up to $50.0 million that may be used to fund purchases of MRBs, taxable MRBs, or loans issued to finance the acquisition, rehabilitation, or construction of affordable housing or which are otherwise secured by real estate or mortgage-backed securities (i.e., GILs, taxable GILs, and property loans), or master lease agreements guaranteed by investment grade tenants.
We maintain an Acquisition LOC with a commitment of up to $80.0 million that may be used to fund purchases of MRBs, taxable MRBs, or loans issued to finance the acquisition, rehabilitation, or construction of affordable housing or which are otherwise secured by real estate or mortgage-backed securities (i.e., GILs, taxable GILs, and property loans), or master lease agreements guaranteed by investment grade tenants.
Receipt of cash from our investments in MRBs, taxable MRBs, and JV Equity Investments is dependent upon the generation of net cash flows at multifamily properties that underlie these investments.
Receipt of operating cash from our investments in MRBs, taxable MRBs, and JV Equity Investments is dependent upon the generation of net cash flows at multifamily properties that underlie these investments.
AMI is updated on a one-year lag, so restricted rental rates will increase on a similar lag and is realized upon annual lease renewals.
AMI is updated on a one-year lag, so restricted rental rates will increase on a similar lag and are realized upon annual lease renewals.
The period-over-period change in the fair value of each derivative that is not directly related to net cash settlements are recorded as unrealized (gains) losses within “Net result from derivative transactions” on our consolidated statements of operations and is included as a component of our reported net income.
The period-over-period change in the fair value of each derivative that is not directly related to net cash settlements are recorded as unrealized (gains) losses within “Net result from derivative transactions” on our consolidated statements of operations and is included as a 48 component of our reported net income (loss).
Fair Value of Mortgage Revenue Bonds The fair value of the Partnership’s investments in MRBs as of December 31, 2024 and 2023, 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.
Fair Value of Mortgage Revenue Bonds The fair value of the Partnership’s investments in MRBs as of December 31, 2025 and 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.
We evaluate investment opportunities based on, but not limited to, our market outlook, including general economic conditions, development opportunities and long-term growth potential. Our ability to make future investments is dependent upon identifying suitable acquisition and development opportunities, access to long-term financing sources, and the availability of investment capital.
We evaluate investment opportunities based on many factors including, but not limited to, our market outlook, including general economic conditions, development opportunities and long-term growth potential. Our ability to make future investments is dependent upon identifying suitable acquisition and development opportunities, access to long-term financing sources, and the availability of investment capital.
As a result, we do not report the assets, liabilities and results of operations of these properties on a consolidated basis. These properties have met the stabilization criteria (see footnote 3 below the table) as of December 31, 2024. Debt service on our MRBs for the non-consolidated stabilized properties was current as of December 31, 2024.
As a result, we do not report the assets, liabilities and results of operations of these properties on a consolidated basis. These properties have met the stabilization criteria (see footnote 3 below the table) as of December 31, 2025. Debt service on our MRBs for the non-consolidated stabilized properties was current as of December 31, 2025.
Operating Cash Flows from Investment Assets Cash flows from operations are primarily comprised of regular principal and interest payments received on our investment assets that provide consistent cash receipts throughout the year. All MRBs, taxable MRBs, GILs, taxable GILs and property loans are current on contractual debt service payments as of December 31, 2024.
Operating Cash Flows from Investment Assets Cash flows from operations are primarily comprised of regular principal and interest payments received on our investment assets that provide consistent cash receipts throughout the year. All MRBs, taxable MRBs, GILs, taxable GILs and property loans are current on contractual debt service payments as of December 31, 2025.
The Acquisition LOC contains a covenant, among others, that our senior debt will not exceed a specified percentage of the market value of our assets to be consistent with the Leverage Ratio (as defined by the Partnership). We were in compliance with all covenants as of December 31, 2024.
The Acquisition LOC contains a covenant, among others, that our senior debt will not exceed a specified percentage of the market value of our assets to be consistent with the Leverage Ratio (as defined by the Partnership). We were in compliance with all covenants as of December 31, 2025.
All the members of the Audit Committee are independent under the applicable SEC and NYSE independence requirements, two of whom qualify as “audit committee financial experts.” Of the seven Managers of Greystone Manager, one Manager is female. The Board of Managers is highly engaged in the governance and operations of the Partnership.
All the members of the Audit Committee are independent under the applicable SEC and NYSE independence requirements, two of whom qualify as “audit committee financial experts.” Of the eight Managers of Greystone Manager, one Manager is female. The Board of Managers is highly engaged in the governance and operations of the Partnership.
The following table summarizes the Partnership's current Preferred Unit offering: Preferred Unit Series Initial Registration Effectiveness Date Expiration Date Unit Offering Price Distribution Rate Optional Redemption Date Units Issued as of December 31, 2024 Remaining Units Available to Issue as of December 31, 2024 Series B September 2024 September 2027 $ 10.00 5.75% Sixth anniversary - 10,000,000 (1) 75 (1) The Partnership is able to issue Series B Preferred Units so long as the aggregate market capitalization of the BUCs, based on the closing price on the trading day prior to issuance of the Series B Preferred Units, is no less than two times the aggregate book value of all Series A Preferred Units, Series A-1 Preferred Units and Series B Preferred Units, inclusive of the amount to be issued.
The following table summarizes the Partnership's current Preferred Unit offering: Preferred Unit Series Initial Registration Effectiveness Date Expiration Date Unit Offering Price Distribution Rate Optional Redemption Date Units Issued as of December 31, 2025 Remaining Units Available to Issue as of December 31, 2025 Series B September 2024 September 2027 $ 10.00 5.75% Sixth anniversary 2,500,000 7,500,000 (1) (1) The Partnership is able to issue Series B Preferred Units so long as the aggregate market capitalization of the BUCs, based on the closing price on the trading day prior to issuance of the Series B Preferred Units, is no less than two times the aggregate book value of all Series A Preferred Units, Series A-1 Preferred Units and Series B Preferred Units, inclusive of the amount to be issued.
As of December 31, 2024, debt service on the Partnership’s MRBs and GILs for the non-consolidated, non-stabilized properties was current. The amounts presented below were obtained from records provided by the property owners and their related property management service providers.
As of December 31, 2025, debt service on the Partnership’s MRBs and GILs for the non-consolidated, non-stabilized properties was current. The amounts presented below were obtained from records provided by the property owners and their related property management service providers.
The gain on sale of mortgage revenue bonds for the year ended December 31, 2024 was due to: • A gain on sale of the Brookstone MRB of approximately $1.0 million related to collection of an unamortized discount upon sale; and • A gain on sale of the Arbors at Hickory Ridge MRB of approximately $1.2 million.
The gain on sale of mortgage revenue bonds for the year ended December 31, 2024 related to: • A gain on sale of the Brookstone MRB of approximately $1.0 million related to collection of an unamortized discount upon sale; and • A gain on sale of the Arbors at Hickory Ridge MRB of approximately $1.2 million.
The gain on sale of investments in unconsolidated entities for year ended December 31, 2024 related to final settlements of the Vantage at Coventry sale that occurred in January 2023, the Vantage at Westover Hills sale that occurred in May 2022, and the Vantage at Murfreesboro sale that occurred in March 2022.
The gain on sale of investments in unconsolidated entities for year ended December 31, 2024 related to final settlements of the Vantage at Coventry sale that occurred in January 2023, the Vantage at Westover Hills sale that occurred in May 2022, and the Vantage at Murfreesboro sale that occurred in March 2022. Earnings (losses) on investments in unconsolidated entities.
The Partnership’s operations are primarily managed by 16 employees of Greystone Manager, so we have a relatively modest environmental impact and have adequate facilities to grow our employee base without acquiring additional physical space.
The Partnership’s operations are primarily managed by 17 employees of Greystone Manager, so we have a relatively modest environmental impact and have adequate facilities to grow our employee base without acquiring additional physical space.
We have no equity interest in these entities and do not guarantee any obligations of these entities. As of December 31, 2024, we own noncontrolling equity interests in various unconsolidated entities for the development of market rate multifamily and seniors housing properties.
We have no equity interest in these entities and do not guarantee any obligations of these entities. As of December 31, 2025, we own noncontrolling equity interests in various unconsolidated entities for the development of market rate multifamily and seniors housing properties.
As a result, we do not report the assets, liabilities and results of operations of these properties on a consolidated basis. As of December 31, 2024, these residential properties have not met the stabilization criteria (see footnote 3 below the table).
As a result, we do not report the assets, liabilities and results of operations of these properties on a consolidated basis. As of December 31, 2025, these residential properties have not met the stabilization criteria (see footnote 3 below the table).
As of December 31, 2024, the Partnership also had a property loan with a principal balance of $7.3 million used to facilitate the purchase of a portfolio of nine essential healthcare support buildings located in eastern Pennsylvania.
As of December 31, 2025, the Partnership also had a property loan with a principal balance of $7.3 million used to facilitate the purchase of a portfolio of nine essential healthcare support buildings located in eastern Pennsylvania.
(5) Net interest spread equals interest income less interest expense, excluding amortization of deferred finance costs, and adjusted for realized gains (losses) on derivative instruments. 66 The following table summarizes the changes in interest income and interest expense between the periods indicated, and the extent to which these variances are attributable to 1) changes in the volume of interest-earning assets and interest-bearing liabilities, and 2) changes in the interest rates of interest-earning assets and interest-bearing liabilities.
(2) Net interest spread equals interest income less interest expense, excluding amortization of deferred finance costs, and adjusted for realized (gains) losses on derivative instruments. 63 The following table summarizes the changes in interest income and interest expense between the periods indicated, and the extent to which these variances are attributable to 1) changes in the volume of interest-earning assets and interest-bearing liabilities, and 2) changes in the interest rates of interest-earning assets and interest-bearing liabilities.
The MRBs are secured by a new construction, combined independent living, assisted living and memory care property in Traverse City, MI, with 174 total beds and a skilled nursing facility in Monroe Township, NJ with 120 beds.
The MRBs are secured by a new construction, combined independent living, assisted living and memory care property in Traverse City, MI, with 164 total beds and a skilled nursing facility in Monroe Township, NJ with 120 beds.
We anticipate making additional investments in certain JV Equity Investments during 2025 though the ultimate amount is uncertain. The amount of such additional funding will depend on various future developments, including, but not limited to, the pace of development, changes in interest rates, the pace of lease-up, and overall operating results of the underlying properties.
We anticipate making additional investments in certain JV Equity Investments during 2026 though the ultimate amount is uncertain. The amount of such additional funding will depend on various future developments, including, but not limited to, the pace of 73 development, changes in interest rates, the pace of lease-up, and overall operating results of the underlying properties.
The Partnership plans to contribute such additional funds with cash on hand or other currently available liquidity sources. Debt Service on Debt Financings, Mortgage Payable and Secured Lines of Credit Our debt financing arrangements consist of various secured financing transactions to leverage our portfolio of MRB, taxable MRB, GIL, taxable GIL, and certain property loan investment assets.
The Partnership plans to contribute such additional funds from unrestricted cash on hand or other currently available liquidity sources. Debt Service on Debt Financings, Mortgage Payable and Secured Lines of Credit Our debt financing arrangements consist of various secured financing transactions to leverage our portfolio of MRB, taxable MRB, GIL, taxable GIL, and certain property loan investment assets.
The accretion of recovery of value is presented as a reduction to current CAD as the original provision for credit loss was an addback for CAD calculation purposes in the period recognized.
The accretion of recovery of value, net of adjustments, is presented as a reduction to current CAD as the original provision for credit loss was an addback for CAD calculation purposes in the period recognized.
(7) The Partnership declared the First Quarter 2024 BUCs Distribution payable in the form of additional BUCs equal to $0.07 per BUC for outstanding BUCs as of the record date of March 28, 2024.
(5) The Partnership declared the First Quarter 2024 BUCs Distribution payable in the form of additional BUCs equal to $0.07 per BUC for outstanding BUCs as of the record date of March 28, 2024.
(5) As described in Note 23 to the Partnership’s consolidated financial statements, Net Interest Income representing contingent interest and Net Residual Proceeds representing contingent interest (Tier 2 income) will be distributed 75% to the limited partners and BUC holders, as a class, and 25% to the General Partner.
(3) As described in Note 23 to the Partnership’s condensed consolidated financial statements, Net Interest Income representing contingent interest and Net Residual Proceeds representing contingent interest (Tier 2 income) will be distributed 75% to the limited partners and BUC holders, as a class, and 25% to the General Partner.
We are currently a net receiver on our portfolio of interest rate swaps and received net settlement proceeds totaling approximately $6.5 million and $5.6 million during the years ended December 31, 2024 and 2023, respectively. The majority of our variable rate debt financings that are hedged through interest rate swaps have interest that is tax-exempt to the senior securities holders.
We are currently a net receiver on our portfolio of interest rate swaps and received net settlement proceeds totaling approximately $3.2 million and $6.5 million during the years ended December 31, 2025 and 2024, respectively. The majority of our variable rate debt financings that are hedged through interest rate swaps have interest that is tax-exempt to the senior securities holders.
As such, the reported amount of variable debt financing in the table above exceeds the stated notional amount of the SOFR-indexed interest rate swaps as of December 31, 2024.
As such, the reported amount of variable debt financing in the table above exceeds the stated notional amount of the SOFR-indexed interest rate swaps as of December 31, 2025.
The 3-year SOFR swap rate increased 0.30% from 3.75% as of December 31, 2023 to 4.05% as of December 31, 2024, resulting in a significant unrealized gain on our interest rate swap portfolio for the year ended December 31, 2024.
The 3-year SOFR swap rate increased 0.30% from 3.75% as of December 31, 2023 to 4.05% as of December 31, 2024, resulting in significant unrealized gains on our interest rate swap portfolio for the year ended December 31, 2024.
Other income for the year ended December 31, 2024 and 2023 related to the receipt of non-refundable fees for the extension of various GIL and property loan maturity dates. Gain on sale of real estate assets.
Other income for the year ended December 31, 2025 and 2024 related to the receipt of non-refundable fees for the extension of various MRB, GIL and property loan maturity dates. Gain on sale of real estate assets.
Sources of Liquidity The Partnership’s principal sources of liquidity consist of: • Unrestricted cash on hand; • Operating cash flows from investment assets; • Secured lines of credit; • Proceeds from the redemption or sale of assets; • Proceeds from obtaining additional debt; and • Issuances of debt securities, BUCs, Series A-1 Preferred Units, Series B Preferred Units, or other series of limited partnership interests.
Sources of Liquidity The Partnership’s principal sources of liquidity consist of: • Unrestricted cash on hand; 69 • Operating cash flows from investment assets; • Net operating cash flows from MF Properties; • Secured lines of credit; • Proceeds from the redemption or sale of assets; • Proceeds from obtaining additional debt; and • Issuances of debt securities, BUCs, Series A-1 Preferred Units, Series B Preferred Units, or other series of limited partnership interests.
The following table summarizes the number of meetings and attendance during 2024: Number of Meetings Attendance Percentage Board of Managers 4 100% Audit Committee 4 100% Results of Operations The tables and following discussions of our changes in results of operations for the years ended December 31, 2024, 2023 and 2022 should be read in conjunction with the Partnership’s consolidated financial statements and notes thereto in Item 8 of this Report.
The following table summarizes the number of meetings and attendance during 2025: Number of Meetings Attendance Percentage Board of Managers 4 96% Audit Committee 5 100% Results of Operations The tables and following discussions of our changes in results of operations for the years ended December 31, 2025 and 2024 should be read in conjunction with the Partnership’s consolidated financial statements and notes thereto in Item 8 of this Report.
Redemptions of Preferred Units Our outstanding Series A-1 and Series B Preferred Units are subject to optional redemption by the holders or the Partnership upon the sixth anniversary of issuance and on each anniversary thereafter. The earliest optional redemption dates for the currently outstanding Preferred Units range from April 2028 to February 2030.
Redemptions of Preferred Units Our outstanding Series A-1 and Series B Preferred Units are subject to optional redemption by the holders or the Partnership upon the sixth anniversary of issuance and on each anniversary thereafter. The earliest optional redemption dates for the currently outstanding Preferred Units range from April 2028 to October 2031.
As of December 31, 2024, the Partnership has successfully converted seven of its GIL investments to permanent financing and received all principal and accrued interest in full, including property 82 loans and taxable GIL amounts associated with the secured properties. However, the Partnership may realize losses on its existing investments, related contractual funding commitments, and future investment commitments.
As of December 31, 2025, the Partnership has successfully converted twelve of its GIL investments to permanent financing and received all principal and accrued interest in full, including property loans and taxable GIL amounts associated with the secured properties. However, the Partnership may realize losses on its existing investments, related contractual funding commitments, and future investment commitments.
The narrative discussion that follows provides a brief operating analysis of each investment asset class as of and for the years ended December 31, 2024, 2023, and 2022. 58 Non-Consolidated Properties - Stabilized The owners of the following properties either do not meet the definition of a VIE and/or we have evaluated and determined we are not the primary beneficiary of the VIE.
The narrative discussion that follows provides a brief operating analysis of each investment asset class as of and for the years ended December 31, 2025 and 2024. 56 Non-Consolidated Properties - Stabilized The owners of the following properties either do not meet the definition of a VIE and/or we have evaluated and determined we are not the primary beneficiary of the VIE.
Depreciation expense for the years ended December 31, 2024 and 2023 related to furniture and equipment owned by the Partnership.
Depreciation expense for the years ended December 31, 2025 and 2024 related to furniture and equipment owned by the Partnership.
There was minimal taxable income for the Greens Hold Co for the years ended December 31, 2024, 2023 and 2022. Cash Available for Distribution - Non-GAAP Financial Measures The Partnership believes that CAD provides relevant information about the Partnership’s operations and is necessary, along with net income, for understanding its operating results.
There was minimal taxable income for the Greens Hold Co for the year ended December 31, 2024. 54 Cash Available for Distribution - Non-GAAP Financial Measures The Partnership believes that CAD provides relevant information about the Partnership’s operations and is necessary, along with net income, for understanding its operating results.
The Partnership’s allowance for credit losses associated with its held-to-maturity debt securities as of December 31, 2024 and 2023 was approximately $3.2 million and $4.1 million, respectively. Available-for-Sale Debt Securities 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’s allowance for credit losses associated with its held-to-maturity debt securities and held-for-investment loans as of December 31, 2025 and 2024 was approximately $4.3 million and $3.2 million, respectively. Available-for-Sale Debt Securities 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.
Earnings (losses) on investments in unconsolidated entities is the Partnership’s recognition of its proportionate share of earnings (losses) using the equity method of accounting. Such investments typically incur losses during development and lease-up, particularly from depreciation, consistent with development plans.
Earnings (losses) on investments in unconsolidated entities is the Partnership’s recognition of its proportionate share of earnings (losses) on investments in unconsolidated entities using the equity method of accounting. Our JV Equity Investments typically incur operating losses during development and lease-up, particularly from depreciation, consistent with development plans.
On December 16, 2024, we announced that the Board of Managers of Greystone Manager, which is the general partner of the General Partner, declared a quarterly cash distribution of $0.37 per BUC to unitholders of record on December 31, 2024 and payable on January 31, 2025.
On December 16, 2025, we announced that the Board of Managers of Greystone Manager, which is the general partner of the General Partner, declared a quarterly cash distribution of $0.25 per BUC to unitholders of record on December 31, 2025 and payable on January 31, 2026.
The following table sets forth the assets of the Partnership the General Partner believes are eligible for regulatory credit under the CRA and are available for allocation to Preferred Unit investors as of February 19, 2025: 83 Property Name Investment Available for Allocation Senior Bond Maturity Date (1) Street City County State Zip The Safford $ 43,000,000 10/10/2026 8740 North Silverbell Road Marana Pima AZ 85743 CCBA Senior Garden Apartments 3,807,000 7/1/2037 438 3rd Ave San Diego San Diego CA 92101 Courtyard Apartments 10,230,000 12/1/2033 4127 W.
The following table sets forth the assets of the Partnership the General Partner believes are eligible for regulatory credit under the CRA and are available for allocation to Preferred Unit investors as of March 13, 2026: Property Name Investment Available for Allocation Senior Bond Maturity Date (1) Street City County State Zip The Safford $ 34,185,000 10/10/2026 8740 North Silverbell Road Marana Pima AZ 85743 CCBA Senior Garden Apartments 3,807,000 7/1/2037 438 3rd Ave San Diego San Diego CA 92101 Courtyard Apartments 10,230,000 12/1/2033 4127 W.
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 credit loss which is not included as an adjustment to net income in the calculation of CAD.
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 credit loss which is not included as an adjustment to net income in the calculation of CAD for the year ended December 31, 2024.
General and Administrative Expenses We use cash to pay general and administrative expenses of our operations. For additional details, see Item 1A, “Risk Factors” in this Report, and the section captioned “Cash flows from operating activities” in the consolidated statements of cash flows set forth in Item 8 of this Report.
General and Administrative Expenses We use cash to pay general and administrative expenses of Partnership operations and real estate operating expenses of our MF Properties. For additional details, see Item 1A, “Risk Factors” in this Report, and the section captioned “Cash flows from operating activities” in the consolidated statements of cash flows set forth in Item 8 of this Report.
Our long-term liquidity requirements will be primarily for maturities of debt financings and funding and purchase of additional investment assets (net of leverage secured by the investment assets), and repayments of our secured lines of credit balances.
Our long-term liquidity requirements will be primarily for maturities of debt financings and mortgages payable, funding and purchases of additional investment assets (net of leverage secured by the investment assets), and repayments of our secured lines of credit balances.
Earnings (losses) on investments in unconsolidated entities. The Partnership reports its proportionate share of earnings (losses) on investments in unconsolidated entities using the equity method of accounting. Such investments typically incur losses during 53 development and lease-up, particularly from depreciation, consistent with development plans.
The Partnership reports its proportionate share of earnings (losses) on investments in unconsolidated entities using the equity method of accounting. Our JV Equity Investments typically incur operating losses during development and lease-up, particularly from depreciation, consistent with development plans.
We are also committed to ensuring the safety of personnel that work for third-party contractors that perform services at properties that underlie our investment assets. Specifically for properties under construction, we consider the safety record of contractors and monitor safety incidents through reviews of independent construction monitoring reports. 51 Greystone and the Partnership are committed to diversity, equity, and inclusion.
We are also committed to ensuring the safety of personnel that work for third-party contractors that perform services at properties that underlie our investment assets. Specifically for properties under construction, we consider the safety record of contractors and monitor safety incidents through reviews of independent construction monitoring reports.
The Partnership also adjusts net income for the Partnership’s share of (earnings) losses of investments in unconsolidated entities as such amounts are primarily depreciation expenses and development costs that are expected to be recovered upon an exit event.
The Partnership also adjusts net income for the Partnership’s share of (earnings) losses of investments in unconsolidated entities related to the Market Rate Joint Venture Investments segment as such amounts are primarily depreciation expenses and development costs that are expected to be recovered upon an exit event.
The net increase in unrealized gains was attributable to higher interest rates in 2024 and beyond as compared to forward market interest rates as of December 31, 2023. See the “Executive Summary” section of this Item 7 for additional discussion. General and administrative expenses .
The net increase in unrealized losses was attributable to lower forward interest rates in 2025 and beyond as compared to forward market interest rates as of December 31, 2024. See the “Executive Summary” section of this Item 7 for additional discussion. General and administrative expenses .
Unrestricted Cash on Hand 73 As of December 31, 2024, we reported unrestricted cash on hand of approximately $14.7 million. There are no contractual restrictions on our ability to use unrestricted cash on hand. The Partnership has a financial covenant to maintain a minimum consolidated liquidity of $6.3 million under the terms of our financing arrangements.
Unrestricted Cash on Hand As of December 31, 2025, we reported unrestricted cash on hand of approximately $39.5 million. There are no contractual restrictions on our ability to use unrestricted cash on hand. The Partnership has a financial covenant to maintain a minimum consolidated liquidity of $6.3 million under the terms of our financing arrangements.
Upon stabilization of the property, the MRB will be partially repaid and the maximum balance of the MRB after stabilization will not exceed $44.1 million and will have a maturity date of 3/31/2040.
The taxable MRB has a maturity date of 4/1/2026. Upon stabilization of the property, the MRB will be partially repaid and the maximum balance of the MRB after stabilization will not exceed $44.1 million and will have a maturity date of 3/31/2040. 82
The net increase in unrealized gains was attributable to higher interest rates in 2024 and beyond as compared to forward market interest rates as of December 31, 2023. See the “Executive Summary” section of this Item 7 for additional discussion.
The net increase in unrealized losses was attributable to lower forward interest rates in 2025 and beyond as compared to forward market interest rates as of December 31, 2024. See the “Executive Summary” section of this Item 7 for additional discussion.
On an overall basis, we noted same-property maximum rental income amounts increased 4.6% during the year ended December 31, 2024 as compared to the same period in 2023, which is significantly higher than average historical annual rent increases.
On an overall basis, we noted same-property maximum rental income amounts increased 5.2% during the year ended December 31, 2025 as compared to the same period in 2024, which is higher than average historical annual rent increases.
Unrealized gains on derivatives, net, were approximately $1.4 million for the year ended December 31, 2024, compared to unrealized losses of approximately $3.0 million for the year ended December 31, 2023, resulting in increased gains of approximately $4.4 million between the two periods.
Unrealized losses on derivatives, net, were approximately $5.6 million for the year ended December 31, 2025, compared to unrealized gains of approximately $1.4 million for the year ended December 31, 2024, resulting in increased losses of approximately $7.0 million between the two periods.
(4) The gain on sale of real estate assets from the sale of the Suites on Paseo MF Property represented a recovery of prior depreciation expense that was not reflected in the Partnership’s previously reported CAD, so the gain on sale was deducted from net income in determining CAD for 2023.
(2) The gain on sale of real estate assets from the sale of The 50/50 MF Property represented a recovery of prior depreciation expense that was not reflected in the Partnership’s previously reported CAD, so the gain on sale was deducted from net income in determining CAD for 2025.
The provision for credit losses for the year ended December 31, 2023 relates to declining expected credit losses for our portfolio of GIL, taxable GIL and property loan investments and is primarily due to GIL and property loan redemptions during 2023, 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 decrease in the provision for credit losses for the year ended December 31, 2024 is 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 our model used to estimate the allowance for credit losses.
Of the 16 employees of Greystone Manager responsible for the Partnership’s operations, three are women and one employee identifies as ethnically diverse. Corporate Governance Greystone Manager, as the general partner of the Partnership’s general partner, is committed to corporate governance that aligns with the interests of our Unitholders and stakeholders.
Of the 17 employees of Greystone Manager responsible for the Partnership’s operations, three are women and two employees identify as ethnically diverse. Corporate Governance Greystone Manager, as the general partner of the Partnership’s general partner, is committed to corporate governance that aligns with the interests of our Unitholders and stakeholders.
Sales proceeds distributed to us that represent previously unrecognized preferred return and gain on sale are recognized in net income upon receipt. Historically, the majority of our income from our JV Equity Investments is recognized at the time of sale.
Upon the sale of a property, net proceeds will be distributed according to the entity operating agreement. Sales proceeds distributed to us that represent previously unrecognized preferred return and gain on sale are recognized in net income upon receipt. Historically, the majority of our income from our JV Equity Investments is recognized at the time of sale.
The provision for credit losses for the year ended December 31, 2023 relates to declining expected credit losses for our portfolio of GIL, taxable GIL and property loan investments and is primarily due to GIL and property loan redemptions during 2023, 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 decrease in the provision for credit losses for the year ended December 31, 2024 is 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 53 quantitative assumptions in our model used to estimate the allowance for credit losses.
Allowance for Credit Losses On January 1, 2023, the Partnership adopted ASU 2016-13, Financial Instruments-Credit Losses, and subsequent related amendments, which replaced the incurred loss methodology with an expected loss model known as the CECL model, and the addition of certain enhanced disclosures.
Allowance for Credit Losses On January 1, 2023, the Partnership adopted ASC 326 - Financial Instruments - Credit Losses, which replaced the incurred loss methodology with an expected loss model known as the CECL model, and the addition of certain enhanced disclosures.
Unrealized gains on derivatives, net, were approximately $2.1 million for the year ended December 31, 2024, compared to unrealized losses of approximately $3.2 million for the year ended December 31, 2023, resulting in increased gains of approximately $5.3 million between the two periods.
Unrealized losses on derivatives, net, were approximately $6.6 million for the year ended December 31, 2025, compared to unrealized gains of approximately $2.1 million for the year ended December 31, 2024, resulting in increased losses of approximately $8.7 million between the two periods.
Distributions to the holders of Series B Preferred Units, if declared by the General Partner, are paid quarterly at an annual fixed rate of 5.75%. The Series A-1 Preferred Units and Series B Preferred Units are non-cumulative, non-voting and non-convertible.
Distributions Paid to Holders of Preferred Units and BUCs Distributions to the holders of Series A-1 Preferred Units, if declared by the General Partner, are paid quarterly at an annual fixed rate of 3.0%. Distributions to the holders of Series B Preferred Units, if declared by the General Partner, are paid quarterly at an annual fixed rate of 5.75%.
We calculate our Leverage Ratio as total outstanding debt divided by total assets using cost adjusted for paydowns for MRBs, GILs, property loans, taxable MRBs and taxable GILs, and initial cost for deferred financing costs and real estate assets. As of December 31, 2024, our overall Leverage Ratio was approximately 75%.
We calculate our Leverage Ratio as total outstanding debt divided by total assets using cost adjusted for paydowns for MRBs, GILs, property loans, taxable MRBs and taxable GILs, and initial cost for deferred financing costs and real estate assets.
Off Balance Sheet Arrangements As of December 31, 2024 and 2023, we held MRB, GIL, taxable MRB, taxable GIL, and certain property loan investments that are secured by affordable multifamily and seniors housing properties, which are owned by entities that are not controlled by us.
As of December 31, 2025, our overall Leverage Ratio was approximately 75%. 77 Off Balance Sheet Arrangements As of December 31, 2025 and 2024, we held MRB, GIL, taxable MRB, taxable GIL, and certain property loan investments that are secured by affordable multifamily and seniors housing properties, which are owned by entities that are not controlled by us.
As of December 31, 2024, we owned two MRBs with aggregate outstanding principal of $64.1 million, with an outstanding commitment to provide additional funding of $2.9 million on a draw-down basis during construction.
As of December 31, 2025, we owned two MRBs with aggregate outstanding principal of $66.2 million, with an outstanding commitment to provide additional funding of $750,000 on a draw-down basis during construction.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeReinvestment Risk MRB investments may have optional call features that may be exercised by either the borrower or the Partnership that are earlier than the contractual maturity. These optional call features may be at either par or premiums to par. In addition, our GIL and most property loan investments are prepayable at any time without penalty.
Biggest changeThese optional call features may be at either par or premiums to par. In addition, our GIL and most property loan investments are prepayable at any time without penalty. Borrowers may choose to redeem our investments if prevailing market interest rates are lower than the interest rate on our investment asset or for other reasons.
For those fixed rate assets where we have variable rate financing, hedging instruments such as interest rate caps and interest rate swaps have been utilized to hedge some, but not all, of the potential increases in our funding cost that would result from higher short-term interest rates. In some cases, these positions have been hedged to their expected maturity date.
For those fixed rate assets where we have variable rate financing, hedging instruments such as interest rate caps and interest rate swaps have been utilized to hedge some, but not all, of the potential increases in our funding cost that would result from higher short-term interest rates. In other cases, these positions have been hedged to their expected maturity date.
Interest rates are highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control. The nature of our MRB, GIL, and property loan investments and the debt used to finance these investments, exposes us to financial risk due to fluctuations in market interest rates.
Interest rates are highly sensitive to many factors, including governmental, tariff, monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control. The nature of our MRB, GIL, and property loan investments and the debt used to finance these investments, exposes us to financial risk due to fluctuations in market interest rates.
The ultimate economic impact of these market risks will depend on the exposures that arise during the period, our risk mitigation strategies at that time and the overall business and economic environment. We employ leverage to finance the acquisition of many of our fixed income assets. Approximately 67% of our leverage bears interest at short term variable interest rates.
The ultimate economic impact of these market risks will depend on the exposures that arise during the period, our risk mitigation strategies at that time and the overall business and economic environment. We employ leverage to finance the acquisition of many of our fixed income assets. Approximately 68% of our leverage bears interest at short term variable interest rates.
Increases in AMI are not necessarily correlated to inflationary increases in property operating expenses. A significant mismatch between AMI growth and increased property operating expenses could negatively impact net operating cash flows available to pay debt service. If AMI declines on a year-over-year basis, rents could need to be reduced.
Increases in AMI are not necessarily correlated to inflationary increases in property operating expenses or market rents. A significant mismatch between AMI growth and increased property operating expenses could negatively impact net operating cash flows available to pay debt service. If AMI declines on a year-over-year basis, rents could need to be reduced.
The realizable property values for such investments are primarily dependent upon the value of a property to prospective buyers at the time of its sale, which may be impacted by market cap rates, the operating results of the property, local market conditions and competition, and interest rates on mortgage financing.
The realizable property values for such investments are primarily dependent upon the value of a property to prospective buyers at the time of its sale, which may be impacted by market capitalization rates, the operating results of the property, local market conditions and competition, and interest rates on mortgage financing.
As the above information incorporates only those material positions or exposures that existed as of December 31, 2024, it does not consider those exposures or positions that have arisen 86 or could arise after that date.
As the above information incorporates only those material positions or exposures that existed as of December 31, 2025, it does not consider those exposures or positions that have arisen or could arise after that date.
We have noticed market cap rates are trending upward due to, though not limited to, the current economic environment and increasing interest rates. We have also noted that rental rates may be decreasing in certain markets, which would lower property operating results leading to a reduction in property valuations.
We have noticed market capitalization rates are trending upward due to, though not limited to, the current economic environment and elevated market interest rates. We have also noted that rental rates may be decreasing in certain markets, particularly in Texas, which would lower property operating results leading to a reduction in property valuations.
The 5 year and 10 year SOFR swap rate increased 51 and 60 basis points, respectively, during 2024. These interest rate changes have a direct effect on the market value of our MRB portfolio, but do not directly impact a borrower's ability to meet its obligations as our MRB investments have predominantly fixed interest rates.
The 5 year and 10 year SOFR swap rate decreased 57 and 27 basis points, respectively, during 2025. These interest rate changes have a direct effect on the market value of our MRB portfolio, but do not directly impact a borrower's ability to meet its obligations as our MRB investments have predominantly fixed interest rates.
Our remaining 33% of leverage has fixed interest rates. Of those assets funded with short-term variable rate debt facilities, approximately 21% bear interest at a variable rate as well.
Our remaining 32% of leverage has fixed interest rates. Of those assets funded with 83 short-term variable rate debt facilities, approximately 3% bear interest at a variable rate as well.
The table below summarizes the sensitivity analysis metrics related to our MRB investments as of December 31, 2024: Description Estimated Fair Value (in 000's) Range of Effective Yields used in Valuation Range of Effective Yields if 10% Adverse Applied Additional Unrealized Losses with 10% Adverse Change (in 000's) Mortgage Revenue Bonds $ 1,026,484 3.7% - 8.4% 4.1 % -9.2% $ 23,145 Real Estate Valuation Risk Our JV Equity Investments fund the construction, stabilization and sale of market-rate multifamily real estate.
The table below summarizes the sensitivity analysis metrics related to our MRB investments as of December 31, 2025: Description Estimated Fair Value (in 000's) Range of Effective Yields used in Valuation Range of Effective Yields if 10% Adverse Applied Additional Unrealized Losses with 10% Adverse Change (in 000's) Mortgage Revenue Bonds $ 1,007,904 2.4% - 9.8% 2.6 % -10.8% $ 22,296 Real Estate Valuation Risk Our JV Equity Investments fund the construction, stabilization and sale of market-rate multifamily real estate.
In the event of default, we will likely be required to repay debt secured by our investment using available liquidity or arrange alternative financing, if available, which is likely to be at less favorable terms.
In the event of default, we will likely be required to repay debt financing secured by our investment using available liquidity or arrange alternative financing, if available, which is likely to be at less favorable terms. Such occurrences will negatively impact our overall available liquidity and results of operations.
Our valuation service provider primarily uses the A rated Tax Exempt Housing Sector Yield Curve, which increased by an average of 55 basis points across the curve during 2024. The 10 year and 30 year United States Treasury yield increased 70 and 75 basis points, respectively, during 2024.
Our valuation service provider primarily uses the A rated Tax Exempt Housing Sector Yield Curve, which increased by an average of 2 basis points across the curve during 2025. The 10 year and 30 year United States Treasury yield decreased 4 basis points and increased 6 basis points, respectively, during 2025.
The pricing service uses a discounted cash flow and yield to maturity or call analysis which encompasses judgment in its application. The key assumption in the yield to maturity or call analysis is the range of effective yields of the individual MRB investments.
Mortgage Revenue Bonds Sensitivity Analysis Third-party pricing services are used to value our MRB investments. The pricing service uses a discounted cash flow and yield to maturity or call analysis which encompasses judgment in its application. The key assumption in the yield to maturity or call analysis is the range of effective yields of the individual MRB investments.
The Federal Reserve continues to evaluate economic data in assessing whether to make further changes to the federal funds rate, which in turn, influences market expectations for current and future interest rate levels.
The Federal Reserve continues to evaluate economic data in assessing whether to make further changes to the federal funds rate, which in turn, influences market expectations for current and future interest rate levels. It is uncertain if additional federal funds rate reductions will occur in the near term.
We regularly hedge our exposure to changes in interest rates where we have financed fixed rate investment assets with variable rate debt financing by executing SOFR-denominated interest rate swaps. Though the variable rate indices of our debt financing and interest rate swaps may differ, the interest rate swaps have effectively synthetically fixed the interest rate of the related debt financing.
The majority of our debt investments bear interest at fixed rates. We regularly hedge our exposure to changes in interest rates where we have financed fixed rate investment assets with variable rate debt financing by executing SOFR-denominated interest rate swaps.
The majority of our variable-rate debt financings that are hedged through interest rate swaps have interest that is tax-exempt to the senior securities holders.
Though the variable rate indices of our debt financing and interest rate swaps may differ, the interest rate swaps have effectively synthetically fixed the interest rate of the related debt financing. The majority of our variable-rate debt financings that are hedged through interest rate swaps have interest that is tax-exempt to the senior securities holders.
Our initial equity contributions are returned upon sale of the underlying properties, at which time we will look to reinvest the capital into new JV Equity Investments or other investments.
Our initial equity contributions will be returned upon sale of our remaining market rate multifamily JV Equity Investments, at which time we will look to reinvest the capital into new MRB investments or market rate seniors JV Equity Investments.
In addition, we carefully monitor the on-going performance of the properties underlying these investments. For those investments where Freddie Mac has provided a forward commitment to purchase our GILs, the investment has also passed Freddie Mac’s required underwriting requirements. Credit risk is also present in the geographical concentration of the properties securing our MRB investments.
For those investments where Freddie Mac has provided a forward commitment to purchase our GILs, the investment has also passed Freddie Mac’s required underwriting requirements. Credit risk is also present in the geographical concentration of the properties securing our MRB investments. We have significant geographic concentrations in Texas, California, and South Carolina.
Such occurrences will negatively impact our overall available liquidity. 87 We actively manage the credit risks associated with our MRB, GIL, and property loan investments by performing a comprehensive due diligence and underwriting process of the sponsors, owners and the properties securing these investments prior to investing.
We actively manage the credit risks associated with our MRB, GIL, and property loan investments by performing a comprehensive due diligence and underwriting process of the sponsors, owners and the properties securing these investments prior to investing. In 84 addition, we carefully monitor the on-going performance of the properties underlying these investments.
Similarly, we typically require affiliates of the borrowers of our MRB investments to provide full-to-limited guaranties during the construction period, if applicable. If a property is unable to sustain net rental revenues at a level necessary to pay current debt service obligations on our MRB, GIL or property loan investments, a default may occur.
We do not typically have recourse guarantees to non-profit borrowers during the construction or rehabilitation period If a property is unable to sustain net rental revenues and net operating cash flows at a level necessary to pay current debt service obligations on our MRB, GIL or property loan investments, a default may occur.
Item 7A. Quantitative and Qualitat ive Disclosures About Market Risk. The primary components of our market risk as of December 31, 2024 are related to interest rate risk, credit risk, and valuation risk. Our exposure to market risks relates primarily to our investments in MRBs, GILs, property loans, our debt financing, and mortgage payable.
Item 7A. Quantitative and Qualitat ive Disclosures About Market Risk. The primary components of our market risk as of December 31, 2025 are related to interest rate risk and credit risk We also have exposure to valuation and reinvestment risks.
Similarly, we are subject to reinvestment risk on the return of capital from sales of JV Equity Investments. Our strategy involves making JV Equity Investments for the development, stabilization and sale of market-rate multifamily rental properties.
Our previous strategy involves making JV Equity Investments for the development, stabilization and sale of market-rate multifamily rental properties.
The Federal Reserve also reduced the federal funds rate by 25 basis points in both November and December 2024, but left rates unchanged in January 2025, resulting in the current target range for the federal funds rate being 4.25-4.50%.
Interest Rate Risk The Federal Reserve reduced the federal funds rate by 175 basis points in September 2024 through December 2025, resulting in the current target range for the federal funds rate being 3.50-3.75%.
The table below summarizes the geographic concentrations in these states as a percentage of the total MRB principal outstanding: December 31, 2024 December 31, 2023 California 30 % 25 % Texas 25 % 32 % South Carolina 18 % 21 % Mortgage Revenue Bonds Sensitivity Analysis Third-party pricing services are used to value our MRB investments.
The table below summarizes the geographic concentrations in these states as a percentage of the total MRB principal outstanding: December 31, 2025 December 31, 2024 California 31 % 30 % Texas 27 % 25 % South Carolina 15 % 18 % Our GIL and taxable GIL investments are also geographically concentrated, with all such investments located in California as of December 31, 2025..
Fewer new investment opportunities may result from negative changes in various economic factors and those new investments that we do make may not generate the same returns as our prior investments due to factors including, but not limited to, increasing competition in the development of market-rate multifamily rental properties, elevated interest rates on construction loans and increasing construction costs.
New investment opportunities may not generate the same returns as our prior investments due to factors including, but not limited to, risk profiles, elevated interest rates and increasing construction costs. Lower returns on new investment opportunities will result in declining operating results over time. 86
New MRB, GIL and property loan investment opportunities may not generate the same returns as our current investments such that our reported operating results may decline over time. In addition, elevated interest rates and construction costs could limit the ability of developers to initiate new projects for us to finance with MRB, GIL, and property loan investments.
In order to maintain or grow our investment portfolio size and earnings, we must reinvest repayment proceeds in new investment assets. New MRB, GIL and property loan investment opportunities may not generate the same returns as our current investments such that our reported operating results may decline over time.
The following table sets forth information regarding the impact on our net interest income assuming various changes in short-term interest rates as of December 31, 2024: Description - 100 basis points - 50 basis points + 50 basis points + 100 basis points + 200 basis points TOB Debt Financings $ 4,133,337 $ 2,066,668 $ (2,066,668 ) $ (4,133,337 ) $ (8,266,674 ) Other Financings & Derivatives (2,636,771 ) (1,318,386 ) 1,318,386 2,636,771 5,273,543 Variable Rate Investments (269,194 ) (134,597 ) 134,597 269,194 538,388 Net Interest Income Impact $ 1,227,372 $ 613,685 $ (613,685 ) $ (1,227,372 ) $ (2,454,743 ) Per BUC Impact (1) $ 0.053 $ 0.026 $ (0.026 ) $ (0.053 ) $ (0.106 ) (1) The net interest income impact per BUC calculated based on 23,171,226 BUCs outstanding as of December 31, 2024.
The following table sets forth information regarding the impact on our net interest income assuming various changes in short-term interest rates as of December 31, 2025: Description - 100 basis points - 50 basis points + 50 basis points + 100 basis points + 200 basis points TOB Debt Financings $ 3,788,144 $ 1,894,072 $ (1,894,072 ) $ (3,788,144 ) $ (7,576,287 ) Other Financings & Derivatives (2,244,174 ) (1,122,087 ) 1,122,087 2,244,174 4,488,347 Variable Rate Investments (412,210 ) (206,105 ) 206,105 412,210 824,419 Net Interest Income Impact $ 1,131,760 $ 565,880 $ (565,880 ) $ (1,131,760 ) $ (2,263,521 ) Per BUC Impact (1) $ 0.049 $ 0.024 $ (0.024 ) $ (0.049 ) $ (0.097 ) (1) The net interest income impact per BUC calculated based on 23,266,619 BUCs outstanding as of December 31, 2025.
We seek to actively manage these and other risks and to acquire and hold assets that we believe justify bearing those risks, and to maintain capital levels consistent with those risks. The current interest rate environment, the recent inflationary environment, and the risk of a potential recession have contributed to heightened market risk.
Our exposure to market risks relates primarily to our investments in MRBs, GILs, property loans, and our debt financing, and mortgages payable. We seek to actively manage these and other risks and to acquire and hold assets that we believe justify bearing those risks, and to maintain capital levels consistent with those risks.
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Interest Rate Risk The Federal Reserve reduced the federal funds rate by 50 basis points in September 2024, which was the first reduction in the federal funds rate since the Federal Reserve began raising interest rates in March 2022 to combat inflation.
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Recent federal funds rate decisions have not been unanimous as there are differing views among board members with certain subsets wanting to hold rates steady or further reduce rates.
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The majority of our MRB investments bear interest at fixed rates. Our GIL, taxable GIL, and property loan investments bear interest at either variable rates subject to interest rate floors or fixed interest rates.
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Similarly, we typically require affiliates of the borrowers of our MRB investments to provide full-to-limited guaranties during the construction period and pre-stabilization period, if applicable.
Removed
We have significant geographic concentrations in Texas, California, and South Carolina.
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Our current portfolio of JV Equity Investments is geographically concentrated with six of our 11 investments located in Texas.
Removed
Borrowers may choose to redeem our investments if prevailing market interest rates are lower than the interest rate on our investment asset or for other reasons. In order to maintain or grow our 88 investment portfolio size and earnings, we must reinvest repayment proceeds in new investment assets.
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Such concentration exposes us to potentially negative effects of local or regional economic downturns in Texas, which could prevent us from realizing returns on our investments and recovery of our investment capital. 85 Reinvestment Risk MRB investments may have optional call features that may be exercised by either the borrower or the Partnership that are earlier than the contractual maturity.
Removed
We have observed declining availability of credit and tighter credit underwriting standards for certain banks that provide construction financing for our JV Equity Investments, which may result in lower loan proceeds and higher rates on construction loans in the near-term such that new investment profitability is negatively impacted or more difficult to originate.
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In addition, elevated interest rates and construction costs could limit the ability of developers to initiate new properties for us to finance with MRB, GIL, and property loan investments. Similarly, we are subject to reinvestment risk on the return of capital from sales of JV Equity Investments.
Removed
Lower returns on new investment opportunities will result in declining operating results over time. 89
Added
In November 2025, we announced that we are implementing a strategy to reduce our capital allocation to market rate multifamily JV Equity Investments going forward and we expect to reinvest the return of capital from the sale of these investments into primarily MRB investments. We may also continue acquiring JV Equity Investments related to market rate seniors housing properties.

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