[8-K] Greystone Housing Impact Investors LP Reports Material Event

Rhea-AI Filing Summary

Greystone Housing Impact Investors LP issued 500,000 Series B Preferred Units to ServisFirst Bank, generating $5,000,000 in aggregate proceeds. The issuance was made under the Partnership’s existing Form S-3 shelf registration and effected through a subscription agreement dated October 9, 2025.

The Partnership states it will use the proceeds to acquire mortgage revenue bonds issued by state and local housing authorities to finance affordable multifamily, student housing, senior citizen and commercial properties, and to acquire other allowable investments under its partnership agreement. A press release announcing the closing was issued on October 14, 2025.

Insights

Capital markets analyst

Small preferred issuance raises $5,000,000 for bond purchases.

GHI sold 500,000 Series B Preferred Units to ServisFirst Bank, bringing in $5,000,000 under an existing S-3. Proceeds are directed to mortgage revenue bonds tied to affordable and specialty housing, plus other permitted investments.

Cash comes directly to the Partnership; the agreement includes customary representations and no resale registration rights. Economic outcomes will hinge on acquisition yields versus financing costs and interest rate movements affecting bond spreads.

Key reference points are the October 9, 2025 closing and the Series B terms described in the September 27, 2024 prospectus. Actual deployment pace and asset mix will be evident in subsequent periodic reports.

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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): October 9, 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 1.01 Entry into a Material Definitive Agreement.

On October 9, 2025, Greystone Housing Impact Investors LP (the “Partnership”) issued, under its existing “shelf” registration statement on Form S-3 (Reg. No. 333-282185), 500,000 Series B Preferred Units representing limited partnership interests in the Partnership (the “Series B Preferred Units”) to ServisFirst Bank (the “Investor”), resulting in $5,000,000 in aggregate proceeds to the Partnership. The issuance of the Series B Preferred Units was effected pursuant to a subscription agreement entered into between the Partnership and the Investor dated as of October 9, 2025 (the “Subscription Agreement”). The Partnership will use the proceeds received under the Subscription Agreement to acquire mortgage revenue bonds that are issued by state and local housing authorities to provide construction and/or permanent financing for affordable multifamily, student housing, senior citizen and commercial properties. In addition, the Partnership will use the proceeds to acquire other allowable investments as provided for in the Partnership’s Second Amended and Restated Agreement of Limited Partnership dated as of December 5, 2022, as amended.

For a description of the preferences, rights, restrictions, and limitations of the Series B Preferred Units, please see the section captioned “Description of the Series B Preferred Units” set forth in the prospectus dated September 27, 2024 filed with the Securities and Exchange Commission, which is made a part of the Partnership’s Form S-3 (Reg. No. 333-282185).

The Subscription Agreement contains customary representations and warranties made by the Investor with respect to matters such as investor information, investment intent, liquidity, no governmental approvals, availability of information, independent evaluation of the investment, sophistication of investor, no public market for securities, organization and authority and investor status, tax consequences of investment, anti-money laundering provisions, and no resale registration rights. A copy of the Subscription Agreement will be filed as an exhibit to the Partnership’s Quarterly Report on Form 10-Q for the period ended September 30, 2025.

Item 8.01 Other Events.

On October 14, 2025, the Partnership issued a press release announcing the closing of the transaction described in this report, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Forward-Looking Statements

Certain statements in this report are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of statements that include, but are not limited to, phrases such as “believe,” “expect,” “future,” “anticipate,” “intend,” “plan,” “foresee,” “may,” “should,” “will,” “estimates,” “potential,” “continue,” or other similar words or phrases. Similarly, statements that describe objectives, plans, or goals also are forward-looking statements. Such forward-looking statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Partnership. The Partnership cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, implied, or projected by such forward-looking statements. Risks and uncertainties include, but are not limited to: defaults on the mortgage loans securing our mortgage revenue bonds and governmental issuer loans; the competitive environment in which the Partnership operates; risks associated with investing in multifamily, student, senior citizen residential properties and commercial properties; general economic, geopolitical, and financial conditions, including the current and future impact of changing interest rates, inflation, and international conflicts (including the Russia-Ukraine war and conflicts in the Middle East) on business operations, employment, and financial conditions; uncertain conditions within the domestic and international macroeconomic environment, including monetary and fiscal policy and conditions in the investment, credit, interest rate, and derivatives markets; any effects on our business resulting from new U.S. domestic or foreign governmental trade measures, including but not limited to tariffs, import and export controls, foreign exchange intervention accomplished to offset the effects of trade policy or in response to currency volatility, and other restrictions on free trade; adverse reactions in U.S. financial markets related to actions of foreign central banks or the economic performance of foreign economies, including in particular China, Japan, the European Union, and the United Kingdom; the general condition of the real estate markets in the regions in which the Partnership operates, which may be unfavorably impacted by pressures in the commercial real estate sector, incrementally higher unemployment rates, persistent elevated inflation levels, and other factors; changes in interest rates and credit spreads, as well as the success of any hedging strategies the Partnership may undertake in relation to such changes, and the effect such changes may have on the relative spreads between the yield on investments and cost of financing; the potential for inflationary impacts resulting from macroeconomic conditions and policy initiatives;; the Partnership’s ability to access debt and equity capital to finance its assets; current maturities of the Partnership’s financing arrangements and the Partnership’s ability to renew or refinance such financing arrangements; local, regional, national and international economic and credit market conditions; recapture of previously issued Low Income Housing Tax Credits in accordance with Section 42 of the Internal Revenue Code; geographic concentration of properties related to investments held by the Partnership; changes in the U.S. corporate tax code and other government regulations affecting the Partnership’s business; risks related to the development and use of artificial intelligence; and the other risks detailed in the Partnership’s SEC filings (including but not

limited to, the Partnership’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K). Readers are urged to consider these factors carefully in evaluating the forward-looking statements.

If any of these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements proves to be incorrect, the developments and future events concerning the Partnership set forth in this report may differ materially from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this document. We anticipate that subsequent events and developments will cause our expectations and beliefs to change. The Partnership assumes no obligation to update such forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, unless obligated to do so under the federal securities laws.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release dated October 14, 2025.
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:	October 14, 2025	By:	/s/ Jesse A. Coury
			Printed: Jesse A. Coury Title: Chief Financial Officer

FAQ

What did GHI (NYSE: GHI) announce in this 8-K?

It issued 500,000 Series B Preferred Units to ServisFirst Bank, resulting in $5,000,000 in aggregate proceeds under its Form S-3 shelf.

Who purchased the Series B Preferred Units from GHI?

The investor was ServisFirst Bank, via a Subscription Agreement dated October 9, 2025.

How will GHI use the $5,000,000 in proceeds?

To acquire mortgage revenue bonds for affordable housing-related financing and other allowable investments under its partnership agreement.

What type of securities did GHI issue?

Series B Preferred Units representing limited partnership interests in the Partnership.

Under what registration was the issuance made?

Under GHI’s existing Form S-3 shelf registration (Reg. No. 333-282185).

Did GHI release a press statement about the transaction?

Yes. A press release announcing the closing was issued on October 14, 2025 (Exhibit 99.1).

Where can details on the Series B Preferred Units’ terms be found?

See “Description of the Series B Preferred Units” in the prospectus dated September 27, 2024 included in the Form S-3.