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

Greystone Housing Impact Investors LP

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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.

Sixth Amendment to Credit Agreement

On June 12, 2025, Greystone Housing Impact Investors LP (the “Partnership”) entered into a Sixth Amendment to Credit Agreement and Annex A to Sixth Amendment (collectively, the “Sixth Amendment”), with BankUnited, N.A., Bankers Trust Company, and NexBank (collectively, the “Lenders”), and the sole lead arranger and administrative agent, BankUnited, N.A. (the “Administrative Agent”) which modifies certain provisions of the Credit Agreement dated June 11, 2021, as amended by the First Amendment to Credit Agreement dated November 30, 2021 (the “First Amendment”), the Second Amendment to Credit Agreement dated June 9, 2023 (the “Second Amendment”), the Third Amendment to Credit Agreement dated July 11, 2023 (the “Third Amendment”), the Fourth Amendment to Credit Agreement dated September 19, 2023 (the “Fourth Amendment”), the Fifth Amendment to Credit Agreement dated March 4, 2024 (the “Fifth Amendment”, and collectively with the Credit Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, and the Sixth Amendment, the “Amended Credit Agreement”). The Partnership paid the Lenders a commitment fee totaling $200,000 at closing of the Sixth Amendment. In addition, the Partnership paid the Administrative Agent a $75,000 arrangement fee and a $10,000 administrative fee at closing of the Sixth Amendment.

The following items are the material amendments to the Amended Credit Agreement accomplished by the Sixth Amendment. Capitalized terms not defined herein are defined in the Amended Credit Agreement.

Third Amended and Restated Guaranty

On June 12, 2025, an affiliate of the Partnership, Greystone Select Incorporated (“Greystone Select”), entered into a Third Amended and Restated Guaranty with the Administrative Agent (the “Amended Guaranty”) that replaces the Second Amended and Restated Guaranty dated July 11, 2023 in its entirety. The Amended Guaranty is enforceable upon the occurrence of (i) an event of default; (ii) the Administrative Agent taking certain actions in relation to the collateral pledged under the Amended Credit Agreement; and (iii) the amounts due under the Amended Credit Agreement are not collected within a certain period of time after the commencement of such actions. The Partnership has an indirect interest in the Amended Guaranty but is not a party to the Amended Guaranty. The material changes in the Amended Guaranty consisted of the addition of certain time periods for the cure rights specified in Section 7(e) of the Amended Guaranty.

The foregoing descriptions of the Sixth Amendment and the Amended Guaranty are a summary and are qualified in their entirety by reference to the full text of the Sixth Amendment, a copy of which is attached as Exhibit 10.1, and the Amended Guaranty, a copy of which is attached as Exhibit 10.2, to this Current Report on Form 8-K and are incorporated by reference herein.

In addition, the full text of the Credit Agreement, which was attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Partnership with the Securities and Exchange Commission (“SEC”) on June 14, 2021; the First Amendment, which was attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Partnership with the SEC on December 6, 2021; the Second Amendment, which was attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Partnership with the SEC on June 15, 2023; the Third Amendment, which was attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Partnership with the SEC on July 17, 2023; the Fourth Amendment, which was attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Partnership with the SEC on September 22, 2023; and the Fifth Amendment, which was attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Partnership with the SEC on March 6, 2024, are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above is incorporated by reference into this Item 2.03.

Forward-Looking Statements

Information contained in this Current Report on Form 8-K contains “forward-looking statements,” including but not limited to statements related to the Amended Credit Agreement and Amended Guaranty, which are based on current expectations, forecasts, and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include, but are not limited to, risks involving fluctuations in short-term interest rates, collateral valuations, bond investment valuations, current maturities of our financing arrangements and our ability to renew or refinance such maturities, and overall economic and credit market conditions. For a further list and description of such risks, see the reports and other filings made by the Partnership with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2024. The Partnership disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

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.