Item 4.01 Changes in Registrant’s Certifying Accountant.
Change in Independent Registered Public Accounting Firm
Following discussions among the Audit Committee of the Board of Managers (the “Audit Committee”) of Greystone AF Manager, LLC (“Greystone Manager”), which is the general partner of America First Capital Associates Limited Partnership Two, which is the general partner of Greystone Housing Impact Investors LP (the “Partnership”), representatives of the Partnership’s senior management and representatives of senior management of Greystone & Co. II LLC (collectively with its affiliates, “Greystone”), which is an affiliate of Greystone Manager, on November 17, 2025 the Audit Committee and senior management of the Partnership elected to change the Partnership’s independent registered public accounting firm by dismissing PricewaterhouseCoopers LLP (“PwC”) and engaging Grant Thornton LLP (“Grant Thornton”), with the change becoming effective on that date. The decision to change the Partnership’s independent registered public accounting firm from PwC to Grant Thornton was not the result of any disagreement between the Partnership and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. A PwC non-audit team has provided permissible, non-audit services to Greystone Select Incorporated (“GSI”), an indirect parent of Greystone Manager. GSI is not an audit client of PwC but is an affiliate of the Partnership for purposes of the independence rules of the Securities and Exchange Commission (“SEC”). GSI recently asked the PwC non-audit team to consider providing additional non-audit services. The PwC non-audit team, after consulting with its independence office, advised GSI that such additional services would be impermissible under the independence rules of the SEC. The PwC non-audit team discussed with GSI the potential independence impacts to a change in relationship, including PwC’s policies and procedures related to a voluntary change from being the Partnership’s independent registered public accounting firm to an unrestricted non-audit services provider. GSI has not engaged PwC to provide such impermissible non-audit services to GSI. To proactively avoid any potential impacts to the independence of the Partnership’s auditor, out of an abundance of caution, the Audit Committee and the Partnership’s senior management elected to change its independent registered public accounting firm from PwC to Grant Thornton in appreciation of the applicable auditor independence rules and to maintain the independence of the Partnership’s independent registered public accounting firm under the independence rules promulgated by the SEC.
PwC’s audit reports on the Partnership’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. PwC has served as the Partnership’s independent registered public accounting firm since 2016.
During the Partnership's fiscal years ended December 31, 2024 and 2023, and the subsequent interim period preceding the change in auditor from PwC to Grant Thornton, there were no (i) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Partnership and PwC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference to the subject matter of the disagreement in their reports on the financial statements for such years, or (b) “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Partnership provided PwC with a copy of this Form 8-K prior to its filing with the SEC and requested that PwC furnish the Partnership with a letter addressed to the SEC stating whether PwC agrees with the statements made by the Partnership in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. A copy of PwC’s letter, dated November 21, 2025, is attached as Exhibit 16.1 to this Current Report on Form 8-K.