Greystone Housing Impact Investors (NYSE: GHI) terminates $50M Capital on Demand ATM

Rhea-AI Filing Summary

Greystone Housing Impact Investors LP reported that, effective December 11, 2025, it terminated its Amended and Restated Capital on DemandTM Sales Agreement with JonesTrading Institutional Services LLC and BTIG, LLC. This agreement had allowed the partnership to sell, from time to time, beneficial unit certificates representing limited partnership interests with an aggregate offering price of up to $50,000,000 through an at-the-market offering program. The partnership was not required to sell any units under this arrangement and paid the agents a 2.0% commission on any BUCs sold. The termination ends this specific at-the-market equity sales channel for the partnership.

Insights

Capital markets & REIT/LP structures analyst

Greystone ended a $50M at-the-market equity program, a modest capital-raising shift.

Greystone Housing Impact Investors LP terminated its Capital on DemandTM Sales Agreement effective December 11, 2025. The agreement had allowed at-the-market issuances of beneficial unit certificates (BUCs) with an aggregate offering price of up to $50,000,000, giving the partnership a flexible tool to raise equity over time as market conditions allowed.

The structure involved JonesTrading and BTIG as agents, with a 2.0% commission on aggregate gross proceeds of BUCs sold. Because the partnership was not obligated to sell any BUCs, the program functioned as optional capacity rather than committed financing. Ending it removes this particular at-the-market option but does not, by itself, describe alternative capital sources or needs.

For investors, this update mainly clarifies that future equity issuance, if any, would need to use other mechanisms not described here. The filing does not quantify how much, if any, capacity under the $50,000,000 program was actually used before termination, so its practical impact depends on the partnership’s broader financing strategy discussed in other filings.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2025

Greystone Housing Impact Investors LP

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41564	47-0810385
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
14301 FNB Parkway, Suite 211
Omaha, Nebraska				68154
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 402 952-1235

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Beneficial Unit Certificates representing assignments of limited partnership interests in Greystone Housing Impact Investors LP		GHI		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement.

Effective December 11, 2025, Greystone Housing Impact Investors LP (the “Partnership”) terminated the certain Amended and Restated Capital on DemandTM Sales Agreement dated March 8, 2024 (the “Sales Agreement”) between the Partnership and JonesTrading Institutional Services LLC and BTIG, LLC, as agents (each an “Agent,” and collectively the “Agents”) in accordance with the terms of such agreement. Under the terms of the Sales Agreement, the Partnership could offer and sell, from time to time through the Agents beneficial unit certificates representing assigned limited partnership interests (“BUCs”) in the Partnership, having an aggregate offering price of up to $50,000,000. The Agents were permitted under the Sales Agreement to sell the BUCs by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The Partnership was not obligated to make any sales of BUCs under the Sales Agreement. The Partnership paid the Agents a commission rate of 2.0% of the aggregate gross price of the BUCs sold under the Sales Agreement. The Partnership also agreed to provide the Agents with customary indemnification and contribution rights.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Partnership with the Securities and Exchange Commission on March 8, 2024 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit Number		Description
10.1		Amended and Restated Capital on DemandTM Sales Agreement, dated March 8, 2024, by and between Greystone Housing Impact Investors LP, JonesTrading Institutional Services LLC, and BTIG, LLC (incorporated herein by reference to Exhibit 10.1 to Form 8-K (No.000-24843), filed by the Partnership on March 8, 2024).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Greystone Housing Impact Investors LP
Date:	December 11, 2025	By:	/s/ Jesse A. Coury
			Printed: Jesse A. Coury Title: Chief Financial Officer

FAQ

What did Greystone Housing Impact Investors LP (GHI) announce in this 8-K?

Greystone Housing Impact Investors LP announced that, effective December 11, 2025, it terminated its Amended and Restated Capital on DemandTM Sales Agreement with JonesTrading Institutional Services LLC and BTIG, LLC.

What was the size of Greystone Housing Impact Investors LP's Capital on Demand program?

Under the Capital on DemandTM Sales Agreement, Greystone Housing Impact Investors LP could offer and sell BUCs with an aggregate offering price of up to $50,000,000 through at-the-market offerings.

What securities were covered by Greystone Housing Impact Investors LP's terminated sales agreement?

The terminated agreement covered beneficial unit certificates representing assigned limited partnership interests (BUCs) in Greystone Housing Impact Investors LP.

How were agents compensated under Greystone Housing Impact Investors LP's sales agreement?

JonesTrading Institutional Services LLC and BTIG, LLC were entitled to a 2.0% commission on the aggregate gross price of BUCs sold under the Capital on DemandTM Sales Agreement.

Was Greystone Housing Impact Investors LP required to issue units under the Capital on Demand agreement?

No. The partnership was not obligated to make any sales of BUCs under the Capital on DemandTM Sales Agreement; it could choose whether and when to use the program.

How could Greystone Housing Impact Investors LP's BUCs be sold under the terminated agreement?

The agents were permitted to sell BUCs by any method permitted by law that was deemed an "at the market offering" under Rule 415 of the Securities Act of 1933, as amended.