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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2025

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

Commission File Number: 001-41564

GREYSTONE HOUSING IMPACT INVESTORS LP

(Exact name of registrant as specified in its charter)

 

Delaware

47-0810385

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

14301 FNB Parkway, Suite 211, Omaha, Nebraska

68154

(Address of principal executive offices)

(Zip Code)

(402) 952-1235

(Registrant’s telephone number, including area code)

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

The New York Stock Exchange

 

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of the chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

Smaller reporting company

 

 

 

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. ☐

Indicate by checkmark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 


 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO

The aggregate market value of the registrant’s BUCs held by non-affiliates based on the final sales price of the BUCs on the last business day of the registrant’s most recently completed second fiscal quarter was $266,953,368.

DOCUMENTS INCORPORATED BY REFERENCE

None

 

 


 

INDEX

 

 

 

PART I

 

 

 

 

 

Item 1

 

Business

9

Item 1A

 

Risk Factors

21

Item 1B

 

Unresolved Staff Comments

42

Item 1C

 

Cybersecurity

43

Item 2

 

Properties

44

Item 3

 

Legal Proceedings

44

Item 4

 

Mine Safety Disclosures

44

 

 

 

 

 

 

PART II

 

 

 

 

 

Item 5

 

Market for Registrant’s Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities

45

Item 6

 

[Reserved]

 

Item 7

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

47

Item 7A

 

Quantitative and Qualitative Disclosures About Market Risk

83

Item 8

 

Financial Statements and Supplementary Data

87

Item 9

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

161

Item 9A

 

Controls and Procedures

161

Item 9B

 

Other Information

162

Item 9C

 

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

162

 

 

 

 

 

 

PART III

 

 

 

 

 

Item 10

 

Directors, Executive Officers and Corporate Governance

163

Item 11

 

Executive Compensation

166

Item 12

 

Security Ownership of Certain Beneficial Owners and Management and Related Security Holder Matters

170

Item 13

 

Certain Relationships and Related Transactions, and Director Independence

171

Item 14

 

Principal Accountant Fees and Services

172

 

 

 

 

 

 

PART IV

 

 

 

 

 

Item 15

 

Exhibits and Financial Statement Schedules

173

Item 16

 

Form 10-K Summary

179

 

 

 

 

SIGNATURES

180

 

3


 

Defined Terms

The following acronyms and defined terms are used in various sections of this Report, including the Notes to Consolidated Financial Statements in Item 8 and Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7. All references to “we,” “us,” “our” and the “Partnership” in this Report mean Greystone Housing Impact Investors LP, its wholly owned subsidiaries and our consolidated VIEs.

2023 BUCs Distributions - A distribution completed on July 31, 2023 in the form of additional BUCs at a ratio of 0.00448 BUCs for each BUC outstanding as of June 30, 2023, a distribution completed on October 31, 2023 in the form of additional BUCs at a ratio of 0.00418 BUCs for each BUC outstanding as of September 29, 2023, and a distribution completed on January 31, 2024 in the form of additional BUCs at a ratio of 0.00415 BUCs for each BUC outstanding as of December 29, 2023, collectively.

2024 PFA Securitization Transaction - A securitization transaction to finance credit-enhanced custodial receipts related to 12 MRBs through the Wisconsin Public Finance Authority.

2024 PFA Securitization Bonds - Twelve MRBs associated with the 2024 PFA Securitization Transaction. Senior and residual custodial receipts were created for each of the MRBs representing partial interests in the MRBs. The senior custodial receipts were sold to the Wisconsin Public Finance Authority and cash flows from the senior custodial receipts will be used to pay debt service on the Affordable Housing Multifamily Certificates associated with the 2024 PFA Securitization Transaction. The residual custodial receipts were sold to the Wisconsin Public Finance Authority and cash flows from the residual custodial receipts will be used to pay debt service on the Affordable Housing Multifamily Certificates associated with the TEBS Residual Financing.

Acquisition LOC - A secured non-operating line of credit to finance the acquisition of Financed Assets with several financial institutions where Bankers Trust Company serves as the sole lead arranger and administrative agent.

Affordable Housing Multifamily Certificates - Senior and/or residual interests in the 2024 PFA Securitization Transaction and the TEBS Residual Refinancing.

Agent(s) - JonesTrading Institutional Services LLC and BTIG, LLC as named agents under the Sales Agreement.

AMI - Area median income, as calculated by the United States Department of Housing and Urban Development.

ASC - Accounting standards codification of the Financial Accounting Standards Board.

ASU - Accounting standards update issued by the Financial Accounting Standards Board.

Audit Committee - The audit committee of the Board of Managers of Greystone Manager, which acts as the audit committee of the Partnership.

BankUnited - BankUnited, N.A.

Barclays - Barclays Bank PLC.

Board of Managers - The Board of Managers of Greystone Manager, which acts as the directors of the Partnership.

BUC(s) - Beneficial Unit Certificate(s) representing assigned limited partnership interests of the Partnership.

BUCs Distributions - The 2023 BUCs Distributions, and the First Quarter 2024 BUCs Distribution, collectively.

BUC Holder(s) - A beneficial owner of BUCs.

CAD - Cash Available for Distribution, a non-GAAP measure reported by the Partnership.

C-PACE - Commercial Property Assessed Clean Energy.

CECL - Current expected credit losses as measured in accordance with the accounting standards codification of the Financial Accounting Standards Boards – Topic 326.

Class A TEBS Certificates - Class A Freddie Mac Multifamily Variable Rate Certificates or Class A Freddie Mac Multifamily Fixed Rate Certificates, which represent beneficial interests in the TEBS securitized assets. These are senior securities credit enhanced by Freddie Mac that are sold to unaffiliated investors and entitle the holders to cash flows from the TEBS securitized assets and are accounted for as debt financings of the Partnership.

Class B TEBS Certificates - Class B Freddie Mac Multifamily Variable Rate Certificates or Class B Freddie Mac Multifamily Fixed Rate Certificates, which represent beneficial interests in the TEBS securitized assets. These are residual interests retained by the TEBS Sponsors and grant the Partnership rights to certain cash flows from the securitized assets after payment to the Class A TEBS Certificates and related facility fees, as well as certain other rights to the TEBS securitized assets.

Committee - The Board of Managers or any such committee designated by the Board of Managers to administer the Equity Incentive Plan.

4


 

CRA - Community Reinvestment Act of 1977.

Construction Lending JV - A joint venture with BlackRock Impact Opportunities and other third-party investors to invest in loans which will finance the construction and/or rehabilitation of affordable multifamily housing properties across the United States. The Partnership is the managing member of the joint venture.

Equity Incentive Plan - The Amended and Restated Greystone Housing Impact Investors LP 2015 Equity Incentive Plan, which expired in 2025.

Fannie Mae - The Federal National Mortgage Association.

FASB - The Financial Accounting Standards Board.

FFIEC - The Federal Financial Institution Examination Council.

FHA - The Federal Housing Administration.

Financed Assets - Purchased investments funded by advances from the Acquisition LOC.

First Quarter 2024 BUCs Distribution - A distribution completed on April 30, 2024 in the form of additional BUCs at a ratio of 0.00417 BUCs for each BUC outstanding as of March 28, 2024.

Freddie Mac - The Federal Home Loan Mortgage Corporation.

GAAP - Accounting principles generally accepted in the United States of America.

General LOC - A general secured line of credit with three financial institutions where BankUnited serves as the sole lead arranger and administrative agent.

General Partner - America First Capital Associates Limited Partnership Two, which is the general partner of the Partnership.

GIL(s) - Governmental issuer loan(s).

Greens Hold Co - Greens of Pine Glen - AmFirst LP Holding Corporation, a wholly owned corporation of the Partnership.

Greystone - Greystone & Co. II LLC, collectively with its affiliates.

Greystone Manager - Greystone AF Manager LLC, which is the general partner of the General Partner.

Greystone Select - Greystone Select Incorporated, an affiliate of the Partnership.

Greystone Servicing - Greystone Servicing Company LLC, an affiliate of the Partnership.

GSE(s) - U.S. Government-sponsored entities, such as Freddie Mac and Fannie Mae.

Initial Limited Partner - Greystone ILP, Inc., a Delaware corporation.

Investment Company Act - The Investment Company Act of 1940, as amended, that is administered and enforced by the SEC.

IRC - Internal Revenue Code.

ISDA - International Swaps and Derivatives Association.

JV Equity Investment(s) - A noncontrolling equity investment in an unconsolidated entity owned by the Partnership for the development of market rate multifamily properties, which excludes the Construction Lending JV.

Leverage Ratio - An overall 80% maximum leverage level, as established by the Board of Managers of Greystone Manager.

LIHTC(s) - Low income housing tax credit(s).

Liquidation Proceeds - All cash receipts of the Partnership (other than operating income and sale proceeds) arising from the liquidation of the Partnership’s assets in the course of the dissolution of the Partnership, as defined in the Partnership Agreement.

Managers - Members of the Board of Managers of Greystone Manager.

MF Property - A multifamily, student, or senior citizen residential property owned by the Partnership.

Mizuho - Mizuho Capital Markets LLC.

MRB(s) - Mortgage revenue bond(s).

Net Interest Income - Income allocation as defined in the Partnership Agreement.

Net Residual Proceeds - Residual proceeds as defined in the Partnership Agreement.

5


 

NOLs - Net operating losses.

NYSE - New York Stock Exchange.

OBBBA - The One Big Beautiful Bill Act signed into law on July 4, 2025.

Partnership - Greystone Housing Impact Investors LP, its consolidated subsidiaries, and consolidated variable interest entities.

Partnership Agreement - Greystone Housing Impact Investors LP Second Amended and Restated Agreement of Limited Partnership dated as of December 5, 2022, as further amended.

Preferred Unit(s) - Collectively, the three series of non-cumulative, non-voting, non-convertible preferred units that represent limited partnership interests in the Partnership consisting of the Series A Preferred Units, the Series A-1 Preferred Units, and the Series B Preferred Units.

QAP - Qualified allocation plan.

Report - This Annual Report on Form 10-K for the year ended December 31, 2025, unless otherwise specified.

RUA(s) - Restricted unit awards issued under the Equity Incentive Plan.

SEC - Securities and Exchange Commission.

Sales Agreement - The Amended and Restated Capital on DemandTM Sales Agreement with JonesTrading Institutional Services LLC and BTIG, LLC, as agents.

Secured Credit Agreement - The secured credit agreement executed in connection with the General LOC.

Secured Notes - Secured notes issued by ATAX TEBS Holdings, LLC to Mizuho Capital Markets LLC.

Shelf Registration Statement - The Partnership’s Registration Statement on Form S-3 for the issuance of up to $200.0 million of BUCs, Preferred Units, or debt securities, which became effective in November 2025.

SIFMA - The SIFMA Municipal Swap Index, which is an index that measures short-term tax-exempt interest rates, as calculated and reported by the Securities Industry and Financial Markets Association.

SOFR - Secured Overnight Funding Rate as published by the Federal Reserve Bank of New York.

TEBS - Tax Exempt Bond Securitization financing with Freddie Mac.

TEBS Certificates - Class A and Class B Freddie Mac Multifamily Variable Rate Certificates or Class A and Class B Freddie Mac Multifamily Fixed Rate Certificates issued pursuant to a TEBS Financing.

TEBS Financing(s) - The M24 TEBS financing, the M31 TEBS financing, the M33 TEBS financing, and the M45 TEBS financing, individually or collectively.

TEBS Residual Financing - A securitization transaction to finance the Partnership’s residual interests in the M33 and M45 TEBS financings and the residual custodial receipts associated with the 2024 PFA Securitization Bonds.

TEBS Sponsor(s) - The special purpose entities ATAX TEBS I, LLC, ATAX TEBS II, LLC, ATAX TEBS III, LLC, and ATAX TEBS IV, LLC, individually or collectively.

TEL Financing(s) - Tax Exempt Loan financing product of Freddie Mac, which can be issued as an immediate funding or forward commitment.

Tier 2 income - Net Interest Income and Net Residual Proceeds characterized as Net Interest Income (Tier 2) and Net Residual Income (Tier 2) allocated 75% to the BUCs and 25% to the General Partner in accordance with the terms of the Partnership Agreement.

TOB - Tender option bond.

Term SOFR - The one-month forward looking term Secured Overnight Financing Rate as published by CME Group Benchmark Administration Limited.

UBTI - Unrelated business taxable income under the rules of the IRC.

Unitholder(s) - Holder(s) of BUCs and/or Preferred Units.

Vantage Properties - JV Equity Investments where the Vantage development group is the managing member.

VIE(s) - Variable interest entity (entities).

WARM - The Weighted Average Remaining Maturity method loss-rate model used by the Partnership to estimate the allowance for credit losses for certain investment assets and related unfunded commitments.

6


 

Forward-Looking Statements

This Report (including, but not limited to, the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) contains forward-looking statements. All statements other than statements of historical facts contained in this Report, including statements regarding our future results of operations and financial position, business strategy and plans, and objectives of management for future operations, are forward-looking statements. When used, statements which are not historical in nature, including those containing words such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions, are intended to identify forward-looking statements. We have based forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. This Report also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves several assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties and contained in this Report, and accordingly, we cannot guarantee their accuracy or completeness. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the headings “Risk Factors” in Item 1A of this Report.

These forward-looking statements are subject, but not limited to, various risks and uncertainties, including those relating to:

defaults on the mortgage loans securing our MRBs and GILs
the competitive environment in which we operate;
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 ability of the Partnership to remediate its material weakness in its internal control over financial reporting;
the general condition of the real estate markets in the regions in which we operate, 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 we may undertake in relation to such changes, and the effect such changes may have on the relative spreads between the yield on our investments and our cost of financing;
the potential for inflationary impacts resulting from macroeconomic conditions and policy initiatives;
our ability to access debt and equity capital to finance our assets;
current maturities of our financing arrangements and our ability to renew or refinance such financing arrangements;
local, regional, national, and international economic and credit market conditions;
legislative changes to LIHTCs issued in accordance with Section 42 of the IRC and certain tax credit recapture events;
geographic concentration of properties related to our investments;
changes in the U.S. corporate tax code and other government regulations affecting our business.; and
risks related to the development and use of artificial intelligence (AI).

7


 

Other risks, uncertainties and factors could cause our actual results to differ materially from those projected in any forward-looking statements we make. We are not obligated to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise.

All references to “we,” “us,” “our” and the “Partnership” in this Report mean Greystone Housing Impact Investors LP, its wholly owned subsidiaries and our consolidated VIEs. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Report for additional details.

 

8


 

Item 1. Business.

Organization

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 housing, seniors housing and commercial properties. 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. We also invest in other types of securities that may or may not be secured by real estate and may make property loans to multifamily properties which may or may not be financed by MRBs or GILs held by us and may or may not be secured by real estate.

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 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. 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 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. The Partnership does not intend to issue additional Series A Preferred Units in the future. Our Unitholders will incur tax liability if any interest earned on our MRBs or GILs is determined to be taxable, for gains related to our MRBs or GILs and for income and gains related to our taxable investments such as our investments in unconsolidated entities and property loans. See Item 1A, “Risk Factors” in this Report for additional details.

Investment Types

Mortgage Revenue Bonds

We invest in MRBs that are issued by state and local governments, their agencies, and authorities to finance the construction or acquisition and rehabilitation of income-producing multifamily and seniors rental properties and skilled nursing facilities. An MRB does not constitute an obligation of any state or local government, agency or authority and no state or local government, agency or authority is liable on them, nor is the taxing power of any state or local government pledged to the payment of principal or interest on an MRB. An MRB is a non-recourse obligation of the property owner. Each MRB is collateralized by a mortgage on all real and personal property of the secured property, which it may share with a corresponding taxable MRB owned by the Partnership. Typically, the sole source of the funds to pay principal and interest on an MRB is the net cash flow or the sale or refinancing proceeds from the secured property. We may commit to provide funding for MRBs on a draw-down basis during construction and/or rehabilitation of the secured property, and we typically require recourse to the borrower during the construction or rehabilitation period.

We expect and believe that the interest received on our MRBs is excludable from gross income for federal income tax purposes. We primarily invest in MRBs that are senior obligations of the secured properties, though we may also invest in subordinate and/or taxable MRBs. Our MRBs predominantly bear interest at fixed interest rates and require regular principal and interest payments on a monthly basis. The majority of our MRBs have initial contractual terms of 15 years or more. 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.

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 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.

The four types of MRBs which we may acquire as investments are as follows:

Private activity bonds issued under Section 142(d) of the IRC;
Bonds issued under Section 145 of the IRC on behalf of not-for-profit entities qualified under Section 501(c)(3) of the IRC;
Essential function bonds issued by a public instrumentality to finance a multifamily residential property owned by such public instrumentality; and
Existing “80/20 bonds” that were issued under Section 103(b)(4)(A) of the IRC.

Each of these structures permit the issuance of MRBs under the IRC to finance the construction or acquisition and rehabilitation of affordable rental housing or other not-for-profit commercial property. 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. 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). 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). State and local housing authorities may require additional tenant income or rent restrictions that are more restrictive than those minimum levels required by Treasury Regulations. There are no Treasury Regulations related to MRBs that are secured by a commercial property owned by a non-profit borrower.

The borrowers associated with our MRBs are either syndicated partnerships formed to receive allocations of LIHTCs, for-profit entities that have obtained non-LIHTC private activity bonds, or not-for-profit entities. We do not directly or indirectly invest in LIHTCs. 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. Under the LIHTC program, developers that receive an allocation of private activity bonds will also receive an allocation of federal LIHTCs as a method to encourage the development of affordable multifamily housing. To be eligible for federal LIHTCs, a property must either be newly constructed or substantially rehabilitated, and therefore, may be less likely to become functionally obsolete in the near term as compared to an older property. There are various requirements to be eligible for federal LIHTCs, including rent and tenant income restrictions, which vary by property. 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. The affordable housing properties securing 501(c)(3) bonds also must comply with the IRS safe harbor provisions for tenant incomes and rents.

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 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. A GIL does not constitute an obligation of any government, agency or authority and no government, agency or authority is liable for them, nor is the taxing power of any government pledged to the payment of principal or interest on the GIL. 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. Sources of the funds to pay principal and interest on a GIL consist of the net cash flow of the secured property, proceeds from the sale or refinancing of the secured property, and limited-to-full payment guaranties provided by the borrower or its affiliates. We typically commit to fund our GIL investment commitments on a draw-down basis during construction.

We expect and believe the interest earned on our GILs is excludable from gross income for federal income tax purposes. The GILs are senior obligations of the secured properties and bear interest at variable or fixed interest rates. 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. 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.

Our GILs are held in trusts created in connection with debt financing transactions that are consolidated VIEs. 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. The borrowers associated with all our GILs are syndicated partnerships formed to receive allocations of LIHTCs.

We may also invest in taxable GILs secured by the same properties as our GILs. Interest earned on our taxable GILs is taxable for federal income tax purposes. Our taxable GILs share a senior mortgage interest in the property with the GILs. 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 Construction Lending JV will invest in GIL, taxable GIL and property loan investments like those currently owned by the Partnership. The Partnership has agreed to provide 10% of the capital for the Construction Lending JV with the remainder to be funded by third-party investors with each party contributing its proportionate capital contributions upon funding of future investments. 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. 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 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. 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.

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. 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.

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.

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. 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.

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. 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.

Our membership interests entitle us to shares of certain cash flows generated by the JV Equity Investments from operations and upon the occurrence of certain capital transactions, such as a refinancing or sale. Upon the sale of a property, net proceeds will be distributed according to the entity's operating agreement. Sales proceeds distributed to us that represent previously unrecognized preferred return and gain on sale are recognized as income upon receipt. Historically, the majority of our income from our JV Equity Investments has been recognized at the time of sale. 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. 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.

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. 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. Mortgage Investments, as defined, consist of MRBs, taxable MRBs, GILs, taxable GILs and property loans to borrowers associated with our MRBs and GILs. Tax Exempt Investments, as defined, are securities other than Mortgage Investments, for which the related interest income is exempt from federal income taxation and must be rated in one of the four highest rating categories by a nationally recognized statistical rating organization. Other Investments, as defined, are generally all other investments that are not Mortgage Investments or Tax Exempt Investments. 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. 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.

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.

We are pursuing a strategy of acquiring additional MRBs, GILs and other investments on a leveraged basis to achieve our objective, as permitted by our Partnership Agreement. In allocating our capital and executing our strategy, we seek to balance the risks of owning specific investments with the earnings opportunity on the investment.

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. 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. We plan to continue investing in additional MRBs and GILs issued to finance affordable multifamily and seniors residential rental housing properties.

We continue to evaluate opportunities for MRB investments to fund seniors housing properties and/or skilled nursing properties issued as private activity or 501(c)(3) bonds similar in legal structure to those issued for traditional affordable multifamily housing properties. We will continue to leverage the expertise of Greystone and its affiliates and other reputable third parties in evaluating independent living, assisted living, memory care and skilled nursing properties prior to our MRB acquisitions. 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. Our principal objective is to improve the quality and performance of our portfolio of MRBs, GILs and other investments with the intent to ultimately increase the amount of cash available for distribution to our Unitholders. In certain circumstances, we may allow the borrowers of our MRBs to redeem the MRBs prior to the final maturity date. Such MRB redemptions will usually require a sale or refinancing of the underlying property. We may also elect to sell MRBs that have experienced significant appreciation in value. In other cases, we may elect to sell MRBs on properties that are in stagnant or declining real estate markets. 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.

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.

Financing Strategy

We finance our assets with what we believe to be a prudent amount of leverage, the level of which varies from time to time based upon the characteristics of our investment portfolio, availability of financing, cost of financing, and market conditions. This leverage strategy allows us to generate enhanced returns and lowers our net capital investment, allowing us to make additional investments. 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.

We may utilize other types of secured or unsecured borrowings in the future, including more complex financing structures and diversification of our leverage sources and counterparties.

We refer to our TEBS Financings, TOBs, term TOB, 2024 PFA Securitization Transaction and TEBS Residual Financing securitizations as our debt financings. These debt financing securitizations are accounted for as consolidated VIEs for reporting purposes. These arrangements are structured such that we transfer our investment assets to an entity, such as a trust or special purpose entity, which then issues senior securities and residual interests. The senior securities are sold to third-party investors in exchange for proceeds which are considered debt of the Partnership. We retain the residual interests which entitle us to certain rights to the investment assets and to residual cash proceeds. We generally structure our debt financings such that principal, interest, and any trust expenses are payable from the cash flows of the secured investment assets, and we are generally entitled to all residual cash flows for our general use. As the residual interest holder, we may be required to make certain payments or contribute certain assets to the VIEs if certain events occur. Such events include, but are not limited to, a downgrade in the investment rating of the senior securities issued by the VIEs, a ratings downgrade of the liquidity provider for the VIEs, increases in short term interest rates beyond pre-set maximums, an inability to re-market the senior securities or an inability to obtain liquidity support for the senior securities. If such an event occurs in an individual VIE, we may be required to deleverage the VIE by repurchasing some or all of the senior securities. Otherwise, the secured investment asset(s) will be sold and we will be required to fund any shortfall in funds available to pay the principal amount of the senior securities after payment of accrued interest and other trust expenses. If we do not fund the shortfall, default and liquidation provisions will be invoked against us. The TEBS financings, 2024 PFA Securitization Transaction, and TEBS Residual Financing are non-recourse to the Partnership such that our shortfall funding for each financing is limited to the stated amount of our residual interests. The TOB trust financings are recourse obligations of the Partnership.

The TOB trusts with Mizuho and Barclays are subject to respective ISDA master agreements with each counterparty that contain certain covenants and requirements. 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 counterparties require that our residual interests in each TOB trust maintain a certain value in relation to total asset(s) in each TOB trust. In addition, we are required to post collateral, typically cash, if the net aggregate valuation of our residual interests and derivative hedging positions with each counterparty fall below certain thresholds.

The Mizuho and Barclays ISDA master agreements contain covenants that require the Partnership’s partners’ capital, as defined, to maintain a certain threshold and that the BUCs remain listed on a national securities exchange. The ISDA master agreement with Barclays also requires that the Partnership’s Leverage Ratio (as defined by the Partnership below) remain below a certain threshold. In addition, both the Mizuho and Barclays ISDA master agreements have cross-default provisions whereby default(s) on the Partnership’s other senior debts above a specified dollar amount, in the aggregate, will constitute a default under the ISDA master agreements. If the Partnership is not in compliance with any of these covenants, a termination event of the financing facilities would be triggered.

The willingness of leverage providers to extend financing is dependent on various factors such as their underwriting standards, regulatory requirements, available lending capacity, and existing credit exposure to the Partnership. An inability to access debt financing at an acceptable cost may result in adverse effects on our financial condition and results of operations. There can be no assurance that we will be able to finance additional acquisitions of MRBs, GILs and other investments through additional debt financing.

We set target constraints for each type of debt financing utilized. Those constraints are dependent upon several factors, including the characteristics of the investment assets being leveraged, the tenor of the leverage program, whether the financing is subject to mark-to-market collateral posting requirements, and the liquidity and marketability of the financed assets. The Board of Managers has established an overall maximum Leverage Ratio of 80% and retains the right to change the Leverage Ratio in the future based on the consideration of factors the Board of Managers considers relevant. 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%.

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. 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. 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. As of December 31, 2025, we had interest rate swap positions with notional amounts totaling $294.5 million.

Preferred Units and BUCs Issuances

In addition to leverage, we may obtain additional capital through the issuance of Series A-1 Preferred Units, Series B Preferred Units or other Partnership securities which may be issued in, among other things, one or more additional series of preferred units, and/or BUCs.

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 Preferred Units, the Series A-1 Preferred Units, and the Series B Preferred Units. The Preferred Units have no stated maturity, are not subject to any sinking fund requirements, and will remain outstanding indefinitely unless redeemed by the Partnership or by the holder. If declared by the General Partner, distributions to the holders of Series A Preferred Units, Series A-1 Preferred Units, and Series B Preferred Units, are paid quarterly at annual fixed rates of 3.0%, 3.0% and 5.75%, respectively. Upon the sixth anniversary of the closing of the sale or issuance of Preferred Units to a subscriber, and upon each anniversary thereafter, the Partnership and each holder have the right to redeem, in whole or in part, the Preferred Units held by such holder at a per unit redemption price equal to $10.00 per unit, plus an amount equal to all declared and unpaid distributions through the date of the redemption. Each holder desiring to exercise its redemption rights must provide written notice of its intent to so exercise no less than 180 calendar days prior to any such redemption date.

In the event of any liquidation, dissolution, or winding up of the Partnership, the holders of the Series A Preferred Units, Series A-1 Preferred Units and Series B Preferred Units are entitled to a liquidation preference in connection with their investments. 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 Series B Preferred Units will rank: (a) senior to the BUCs and to any other class or series of Partnership interests or securities that is not expressly designated as ranking senior or on parity with the Series B Preferred Units; (b) junior to the Series A Preferred Units and Series A-1 Preferred Units and to each other class or series of Partnership interests or securities with terms expressly made senior to the Series B Preferred Units; and (c) junior to all 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.

The Partnership is able to issue Series A Preferred Units and Series A-1 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 A-1 Preferred Units, is no less than three times the aggregate book value of all Series A Preferred Units and Series A-1 Preferred Units, inclusive of the amount to be issued. 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.

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, 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. 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. 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.

In March 2024, we entered into a Sales Agreement with JonesTrading Institutional Services LLC and BTIG, LLC, as Agents, pursuant to which the Partnership may offer and sell, from time to time through or to the Agents, BUCs having an aggregate offering price of up to $50,000,000. As of December 31, 2025, we sold 92,802 BUCs for gross proceeds of $1.5 million under the Sales Agreement. 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. 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. 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. 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.

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. 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.

Recent 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:

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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.

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. In this regard, we believe that we and our wholly owned subsidiaries will not be considered investment companies under either Section 3(a)(1)(A) or Section 3(a)(1)(C) of the Investment Company Act. Under Section 3(a)(1)(A) of the Investment Company Act, a company is not deemed to be an “investment company” if it neither is, nor holds itself out as being, engaged primarily, nor proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Under Section 3(a)(1)(C) of the Investment Company Act, a company is not deemed to be an “investment company” if it neither is engaged, nor proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and does not own or propose to acquire “investment securities” having a value exceeding 40% of the value of its total assets (exclusive of government securities and cash items) on an unconsolidated basis. For these purposes, “investment securities” excludes U.S. government securities and securities of majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company for private funds under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act. In addition, we and our wholly owned subsidiaries operate our business under an exclusion from the definition of investment company pursuant to Section 3(c)(5)(C) of the Investment Company Act. Under Section 3(c)(5)(C), as interpreted by the SEC staff, a company is required to invest at least 55% of its assets in mortgages and other liens on and interests in real estate, and other real estate-related interests, which are deemed to be “qualifying interests,” and at least 80% of its assets in qualifying interests plus a broader category of “real estate-related assets” in order to qualify for this exception. We monitor our compliance with the foregoing provisions and the holdings of our subsidiaries to ensure that we and each of our subsidiaries are in compliance with an applicable exemption or exclusion from registration as an investment company under the Investment Company Act.

Environmental Matters

We believe each of the properties related to our investment assets comply, in all material respects, with federal, state and local regulations regarding hazardous waste and other environmental matters. We are not aware of any environmental contamination at any of these properties that would require any material capital expenditure by the underlying properties, and therefore the Partnership, for the remediation thereof.

Management

We are managed by our General Partner, which is controlled by its general partner, Greystone Manager. The members of the Board of Managers act as the managers (and effectively as the directors) of the Partnership, in compliance with all NYSE listing rules and SEC rules applicable to the Partnership. In addition, certain employees of Greystone Manager act as executive officers of the Partnership. Certain services are provided to the Partnership by employees of Greystone Manager and the Partnership reimburses Greystone Manager for its allocated share of their salaries and benefits. The Partnership’s Initial Limited Partner has the obligation to perform certain actions on behalf of the BUC holders under the Partnership Agreement.

The General Partner is entitled to an administrative fee equal to 0.45% per annum of the average outstanding principal balance of any MRBs, GILs, property loans, Tax Exempt Investments or Other Investments for which an unaffiliated party is not obligated to pay. When the administrative fee is payable by a property owner, it is subordinated to the payment of all interest due to us for the MRB, GIL or property loan associated with the property. The Partnership Agreement provides that the administrative fee will be paid directly by us with respect to any investments for which the administrative fee is not payable by the property owner or a third-party. In addition, the Partnership Agreement provides that we will pay the administrative fee to the General Partner with respect to any foreclosed MRBs.

The General Partner also earns mortgage and investment placement fees resulting from the identification and evaluation of additional investments that are acquired by the Partnership. Any fees related to the acquisition of our investment assets are paid by the property owner. The fees, if any, will be subject to negotiation between the General Partner and such property owners.

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.

Greystone has implemented evaluation and compensation policies designed to attract, retain, and motivate employees that provide services to the Partnership to achieve superior results. Such policies are designed to balance both short-term and long-term performance of the Partnership. Annual incentive compensation is based on defined performance metrics and certain employees earn discretionary bonuses based upon various quantitative and qualitative metrics. 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. 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. 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 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. 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. 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.

Tax Status

We are a partnership for federal income tax purposes. This means that we do not pay federal income taxes on our income. Instead, our profits and losses are allocated to our partners, including the holders of Preferred Units, under the terms of the Partnership Agreement. The distributive share of income, deductions and credits is reported to our Unitholders on IRS Schedule K-1 and Unitholders should include such amount in their respective federal and state income tax returns.

We hold certain property loans and real estate through a wholly owned subsidiary that is a “C” corporation for income tax purposes. The subsidiary files separate federal and state income tax returns and is subject to federal and state income taxes.

We consolidate separate legal entities that record and report income taxes based upon their individual legal structure which may include corporations, limited partnerships, and limited liability companies. We do not believe the consolidation of these entities for reporting under GAAP will impact our tax status, amounts reported to Unitholders on IRS Schedule K-1, our ability to distribute income to Unitholders that we believe is tax-exempt, or the current level of quarterly distributions.

All financial information in this Annual Report on Form 10-K is presented on the basis of Accounting Principles Generally Accepted in the United States of America, with the exception of identified Non-GAAP information disclosed in Item 7 of this Report.

General Information

The Partnership is a Delaware limited partnership. The affairs of the Partnership and the conduct of its business are governed by the Partnership Agreement. The Partnership maintains its principal corporate office at 14301 FNB Parkway, Suite 211, Omaha, NE 68154, and its telephone number is (402) 952-1235.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports are filed with the SEC. Copies of our filings with the SEC may be obtained from the SEC’s website at www.sec.gov, or from our website at www.ghiinvestors.com as soon as reasonably practical after filed with the SEC. Access to these filings is free of charge. The information on our website is not incorporated by reference into this Report.

 

20


 

Item 1A. Risk Factors

Set forth below are the risks that we believe are material to Unitholders and prospective investors. You should carefully consider the following risk factors and the various other factors identified in or incorporated by reference into any other documents filed by us with the SEC in evaluating our company and our business. The risks discussed herein can materially adversely affect our business, liquidity, operating results, prospects, financial condition and ability to make distributions to our Unitholders, and may cause the market price of our securities to decline. The risk factors described below are not the only risks that may affect us. Additional risks and uncertainties not presently known to us, or not presently deemed material by us, also may materially adversely affect our business, liquidity, operating results, prospects, financial condition and ability to make distributions to our Unitholders.

Summary 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.

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.

Risks Related to Income Taxes

Income from various investments is subject to taxation.
To the extent we generate taxable income, Unitholders will be subject to income taxes on this income, whether or not they receive cash distributions.
There are limits on the ability of our Unitholders to deduct Partnership losses and expenses allocated to them.
Unitholders may incur tax liability if any of the interest on our MRB or GIL investments is determined to be taxable.
If we are determined to be an association taxable as a corporation, it will have adverse economic consequences for us and our Unitholders.
Certain income may be considered UBTI for certain tax-exempt or tax-deferred owners of BUCs and Preferred Units.

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.

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.

The Partnership is managed by its sole General Partner, which is controlled by affiliates of Greystone. In addition, employees of Greystone Manager are responsible for the Partnership’s operations, including the Partnership’s chief executive officer and chief financial officer. 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. Various potential and actual conflicts of interest may arise from the activities of the Partnership and Greystone and its affiliates by virtue of the fact that the General Partner is controlled by Greystone. The General Partner may be removed by a vote of limited partners holding at least 66.7% of outstanding limited partnership interests, voting as a single class. Such removal shall be effective immediately following the admission of a successor general partner.

We may also enter into various arrangements for services provided by entities controlled by or affiliates of Greystone. Our arrangements with Greystone and its affiliates are considered related party transactions. By their nature, related party transactions may not be considered to have been negotiated at arm’s length. These relationships may also cause a conflict of interest in other situations where we are negotiating with Greystone or its affiliates. See Note 20 of the Partnership’s consolidated financial statements for additional details.

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.

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. In addition, a decreased U.S. government credit rating stemming from consistently high federal budget deficits could create broader financial turmoil and uncertainty, which may weigh heavily on our financial performance and the market value of our BUCs.

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 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. We have no way to predict these events, or their duration or outcomes. Prolonged unrest, military activities, or broad-based sanctions may increase our funding costs or limit our access to the capital markets.

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.

In 2022 and 2023, the U.S. Federal Reserve raised short term interest rates by a total of 5.25% to combat price inflation. In 2024 and 2025, the Federal Reserve cut short-term rates by a total of 1.75%. In addition, the Federal Reserve issued an updated “dot plot” of future short-term interest rate expectations which showed an additional one to two interest rate reductions of 0.25% in 2026 and 2027. Federal Reserve representatives have continued to emphasize that future short-term interest rate changes will be data-dependent with the goal of fulfilling its dual mandate of stable prices and full employment. Future economic data that deviates from current market expectations will likely increase volatility in market interest rates. Changing interest rates may have unpredictable effects on markets, may result in heightened market volatility and may detract from our performance to the extent we are exposed to such interest rate movements and/or volatility. While we are currently in a lowering-rate cycle, we remain subject to risks if interest rates unexpectedly rise in the future. In periods of rising interest rates, to the extent we borrow money subject to a variable interest rate, our cost of funds would increase, which could reduce our net income. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield. 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. 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. Rising interest rates could also cause the borrowers of the properties we finance through MRBs, GILs, and property loans to shift cash from other

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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. Properties securing our MRB, GIL and property loan investments that have variable interest rates may also experience higher construction costs that may exceed established capitalized interest reserves and other contingency reserves, potentially resulting in shortfalls in contractual debt service payments. Similarly, our JV Equity Investments have variable-rate construction loans and have established capitalized interest reserves during construction. 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. As a result, our net income and CAD will depend, in part, upon the difference between the rate at which we borrow funds and the yields on our investment assets. If debt financing is unavailable at acceptable rates, we may not be able to purchase and finance additional investments at an acceptable levered return. If we have previously financed the acquisition of an investment, we may be unable to refinance such debt at maturity or may be unable to refinance at acceptable terms. If we refinance our debt at higher rates of interest, our interest expense will increase and our cash flows from operations will be reduced. 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.

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. The yields on our investments may not keep pace with inflation, which may result in losses to our Unitholders. This risk is greater for fixed-income investments with longer maturities such as our MRB investments.

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. A resurgence in inflation could cause increases in our general and administrative costs resulting in a decrease in our operating cash flows. A resurgence in inflation may also increase the operating expenses for multifamily properties securing our investment assets. Such cost increases may result in lower debt service coverage for properties related to our investments. Such cost increases may result in less distributable operating cash from our JV Equity Investments and may also result in lower property sales prices causing a reduction in distributions upon capital events. The majority of tenant leases related to multifamily investment assets are for terms of one year or less. The short-term nature of these leases generally serves to reduce the risk to the properties of the adverse effects of inflation; however, market conditions may prevent such properties from increasing rental rates in amounts sufficient to offset higher operating costs. Rental rates for set-aside units at affordable multifamily properties are typically tied to certain percentages of the area median income. Increases in area median income are not necessarily correlated to increases in property operating costs. A significant mismatch between area median income growth and property operating cost increases could negatively impact net operating cash flows available to pay debt service.

A resurgence in inflation may cause increases in construction costs for properties under construction that secure our investments. Our borrowers typically enter into guaranteed maximum price contracts at closing to mitigate potential increases in construction costs. However, change orders and general cost increases could be impacted by inflation and cause cost overruns that negatively impact property performance. A resurgence in inflation may cause increases to variable interest rates of our GILs and certain MRBs and property loans, increasing the cost of construction. Each property has established capitalized interest reserves as part of the construction financing structure, but such reserves may be insufficient if the interest rate is significantly higher than anticipated and may cause cost overruns, which could negatively impact the borrower’s ability to make contractual debt service payments.

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. Higher interest rates due to the aggregate effects of the recent inflationary environment, or a resurgence in inflation, may also depress investment asset values due to a decrease in demand or increasing cost of operations, such that we may record charges against earnings for asset impairments that may be material.

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. In addition, no rating has been issued on any of our investment assets. Accordingly, any buyer of these investment assets would need to perform its own due diligence prior to purchase. 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.

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We estimate the values of our investment assets in the preparation of our financial statements. While the determination of the fair value of our investment assets generally takes into consideration data from third-party pricing services or internally developed models using commonly accepted valuation techniques, the final determination of fair values involves our judgment, and such valuations may differ from those provided by other pricing services and actual sales price for such investments. Due to the illiquid nature of our investments, valuations may be difficult to obtain, may not be reliable, or may be sensitive to assumptions used in the valuation processes. Depending on the complexity and illiquidity of an asset, valuations of the same asset can vary substantially from one market participant to another. Our results of operations, financial condition and business could be materially adversely affected if our fair value estimates are materially higher than what could actually be realized in the market.

The market value of our investment assets may be adversely impacted by elevated interest rate levels.

In general, the valuation of our investment assets with fixed interest rates is dependent on the relation of the stated interest rate to the market interest rate for similar assets. Continued elevated market interest rate levels will generally result in sustained lower investment asset valuations, and increasing interest rates will generally result in declining valuations, both of which may negatively impact the amount realized on the sale of our investments or the amount of debt financing that can be obtained from lenders, each resulting in lower net returns on our investment assets.

The receipt of contractual interest and principal payments on our debt investments will be affected by the economic results of the secured properties.

Our MRB investments require the borrower to make regular principal and interest payments during their contractual term. Although our MRB investments are issued by state or local governments, their agencies, and authorities, they are not general obligations of these governmental entities and are not backed by any taxing authority. Instead, each MRB is backed by a non-recourse obligation of the owner of the secured property and the sole source of cash to make regular principal and interest on the MRB is the net cash flow generated by the operation of the secured property and the net proceeds from the ultimate sale or refinancing of the property (except in cases where a property owner or its affiliates has provided a limited guaranty of certain payments). 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. Net cash flow and net sale proceeds from a property are applied only to debt service payments of the MRB secured by that property and are not available to satisfy debt service obligations on our other MRB investments. In addition, the value of a property at the time of its sale or refinancing will be a direct function of its perceived future profitability. Therefore, the amount of interest that we earn on our MRB investments, and whether or not we will receive the entire principal balance of the MRB investments as and when due, will depend to a large degree on the economic results of the secured properties.

We may extend property loans to properties experiencing difficulties meeting debt service requirements to avoid defaults on MRBs and protect the tax-exempt nature of MRB interest income. The property loans may be recourse or non-recourse obligations of the property owner and may not be secured by the related property. The primary source of principal and interest payments on these property loans is the net cash flow generated by these properties or the net proceeds from the sale or refinancing of these properties after payment of the related MRBs. The net cash flow from the operation of a property may be impacted by many factors as previously discussed. In addition, any payment of principal and interest is subordinate to payment of all principal and interest of the MRB secured by the property. As a result, there is a greater risk of default on a property loan than on the associated 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.

Our GIL investments and related property loans require regular interest payments during their contractual term. Although our GIL investments are issued by state or local governments, their agencies, and authorities, they are not general obligations of these governmental entities and are not backed by any taxing authority. Instead, each GIL is a non-recourse obligation of the owner of the secured property. In addition, certain property loans are on parity with the related GIL investments and share a first mortgage lien position on all real and personal property. Contractual interest payments during the contractual term are initially paid using capitalized interest in each property’s development budget. Once capitalized interest has been exhausted for a property, interest is payable from net operating cash flows, which is dependent to a large degree on the property’s operating results. Non-payment risk is somewhat mitigated by partial-to-full guaranties from the developer and/or affiliates during the term of the GIL.

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. 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. 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.

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The rent restrictions and occupant income limitations imposed on properties securing our MRBs and GILs may limit the revenues of such properties.

Properties securing our MRB and GIL investments are subject to certain federal, state and/or local requirements with respect to the permissible income of their tenants. Since federal rent subsidies are not generally available on these properties, tenant rents at LIHTC properties are limited to 30% of the related tenant income for the designated portion of the property’s units. The issuing state or local government, agency or authority may also impose additional rent restrictions as a condition to the allocation of LIHTCs and private activity bond volume cap. As a result, the income from these restricted rents in combination with rents on market rate units may not be sufficient to cover all operating costs of the property and debt service on our related investment assets.

Certain MF Properties, in order to receive an abatement of real estate taxes, may enter into voluntary regulatory agreements with local municipalities to adhere to similar rent restrictions, resulting in the same risks as noted above for MRB and GIL investments.

There are risks related to the lease-up of newly constructed or renovated properties that may affect our debt investments secured by these properties.

We acquire MRBs, GILs and property loans to finance properties in various stages of construction or renovation. As construction or renovation is completed, these properties will move into the lease-up phase. The lease-up of these properties may not be completed on schedule or at anticipated rent levels, resulting in a greater risk of default compared to investments secured by mortgages on properties that are stabilized or fully leased. Properties may not achieve expected occupancy or debt service coverage levels. 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, Freddie Mac, through a servicer, has forward committed to purchase our GIL investments at maturity at par if the property has reached stabilization and other conditions are met. If the lease-up of the related properties is either not completed on schedule or rent levels are less than anticipated, then permanent financing proceeds from Freddie Mac may be less than anticipated or fail to meet the conditions for execution of the commitment which may negatively impact the redemption of our investment. 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.

The principal balance of most of our MRB investments does not fully amortize by the stated maturity dates such that there is a lump-sum “balloon” payment due at maturity. The ability of the property owners to repay the MRBs with balloon payments is dependent upon their ability to sell the properties securing our MRBs or obtain adequate refinancing proceeds. The MRBs are not personal obligations of the property owners, and we rely solely on the value of the properties securing these MRBs for collection. Accordingly, if an MRB goes into default, our only recourse is to foreclose on the underlying property. If the value of the underlying property securing the MRB is less than the outstanding principal balance plus accrued interest on the MRB, we will incur a loss.

Our GIL investments and related property loans require only interest payments during their contractual term, so all principal is due at the end of the contractual term. The GILs are primarily repaid through a conversion to permanent financing pursuant to a forward commitment from Freddie Mac, through a Freddie Mac-approved seller/servicer. Freddie Mac will purchase each of our GILs once certain conditions are met, at a price equal to the outstanding principal plus accrued interest and convert the GIL into a Freddie Mac TEL Financing. The execution of Freddie Mac’s forward commitments is dependent on completion of construction and various other conditions that each property must meet. If such conditions are not met, then Freddie Mac is not required to purchase the GIL and we will pursue collection via other means. Alternatively, Freddie Mac may purchase the GIL in an amount lower than par, which would then require the borrower to use additional sources to repay the principal on our GIL investment. The property loans related to our GILs are primarily to be repaid from future equity contributions by investors and other forward financing commitments provided by various parties. 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, then we will incur a loss. If there is a default, we are entitled to the borrower's original allocation of LIHTCs, which we can monetize through sales to third-party investors. The value of LIHTCs is dependent on market demand and the underlying property’s ability to cover debt service during the permanent financing phase, which is uncertain.

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We are subject to various risks associated with our debt investments secured by seniors housing and skilled nursing properties.

We have acquired MRB investments and property loans secured by seniors housing and skilled nursing properties. We also have JV Equity Investments in market rate seniors housing properties. 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.

The net cash flow from the operation of a seniors housing property is affected by many factors, including but not limited to, the number of tenants, rental rates, service revenues, payroll costs, operating expenses, the cost of repairs and maintenance, taxes, government regulation, competition from other seniors housing properties, the availability of alternative housing options such as single-family housing, adverse developments or conditions resulting from or associated with climate change, and general and local economic conditions. 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.

The net cash flow from the operation of a skilled nursing property is affected by many factors, including but not limited to, the number of patient care days, patient acuity mix, patient payor mix and insurance reimbursement rates, availability and cost of nurses and staff, costs of care, general operating expenses, the cost of repairs and maintenance, taxes, government regulation, competition from similar properties, adverse developments or conditions resulting from or associated with climate change, and general and local economic conditions. Many such properties are reliant on relationships with physician and hospital networks for patient referrals and support, a lack of which could negatively impact operating results.

We recently identified a material weakness in our internal controls over financial reporting and determined that our disclosure controls and procedures were not effective.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, adequate disclosure controls and procedures, and evaluating and reporting on those systems of internal control and disclosure controls and procedures. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our disclosure controls and procedures are processes designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Based on management’s assessment, we concluded that our disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2025 and that we had, as of such date, a material weakness in our internal control over financial reporting. The specific factors leading to this conclusion are described in Part II – Item 9A. “Controls and Procedures” of this Annual Report on Form 10–K. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis.

Management identified a material weakness with respect to the misapplication of accounting guidance for investments accounted for using the equity method. Specifically, the weakness related to the operating effectiveness of quarterly controls for recording preferred return investment income, the Partnership’s proportionate share of earnings (losses) from investments in unconsolidated entities, and the capitalization of interest costs as a basis difference related to equity method investees that are undergoing development activities. This material weakness in the Partnership’s internal controls over financial reporting resulted in an immaterial error in the previously issued financial statements

During the first quarter of 2026, we implemented a remediation plan to update the design and implementation of controls to remediate this deficiency and enhance the Partnership’s internal control environment. If our remedial measures are insufficient, or if additional material weaknesses or significant deficiencies in our internal control over financial reporting or in our disclosure controls occur in the future, our future consolidated financial statements or other information filed with the SEC may contain material misstatements and could require a restatement of our consolidated financial statements, cause us to fail to meet our reporting obligations or cause investors to lose confidence in our reported financial information, leading to a decline in the market value of our securities.

However, after giving full consideration to the material weakness described herein, and based on a number of other factors, as further described in Part II – Item 9A. “Controls and Procedures” of this Annual Report on Form 10–K, the Partnership has concluded that the consolidated financial statements included in this Annual Report on Form 10–K present fairly, in all material respects, the Partnership’s financial position, the results of its operations and its cash flows for each of the periods presented in conformity with U.S. generally accepted accounting principles.

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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.

Our JV Equity Investments represent equity investments in entities created to develop, construct and operate market-rate multifamily and seniors housing residential properties. We are entitled to certain distributions under the terms of the property-specific governing documents based on the availability of cash to pay such distributions. The only sources of cash flows for such distributions are either the net cash flows from the operation of the property, the cash proceeds from a sale of the property, or proceeds from permanent financing in the form of an MRB, a commercial loan or other structures. The net cash flow from property operations for multifamily or seniors housing properties are subject to the same risks of ownership as previously discussed in this Item 1A. Sale proceeds are primarily dependent upon the value of a property to prospective buyers at the time of its sale, which may be impacted by, including but not limited to, the operating results of the property, market cap rates, local market conditions and competition, and interest rates on mortgage financing. Sustained higher market interest rates and recent increases in market cap rates have and may continue to put downward pressure on property sales prices. If there are no net cash flows from operations or insufficient proceeds from a sale or a refinancing event, we are unlikely to receive distributions from our investments and we may be unable to recover our capital invested in these entities.

Our JV Equity Investments are passive in nature with operational oversight of each property controlled by our respective joint venture partner, as managing member, according to the entity’s operating agreement. We have the ability to remove the managing member under certain circumstances under the operating agreements. Five of the properties are 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. If we choose to remove the managing member, then we will become the economic owner of the property and will consolidate the property in our consolidated financial statements, which will impact our reported results of operations.

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. Such construction loans typically bear interest at variable rates indexed to SOFR or the Wall Street Journal Prime Rate and are subject to interest rate risk. The development budget for each property includes a capitalized interest component, which may be insufficient if interest rates increase beyond expectations. 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. In the event of default, we may, either individually or collectively, contribute additional capital to cure a default on behalf of the borrower, remove the managing member, or arrange for alternative financing that may be at less economical rates. In all cases, our return on investment will likely be lower than if a default had not occurred.

For construction loans related to certain of our JV Equity Investments, we have entered into forward loan purchase agreements which require us to purchase the construction loan from the construction lender at maturity of the loan, which is typically five to seven years from closing, if not otherwise repaid by the borrower entity. Certain forward loan purchase agreements are only effective upon the property’s receipt of a certificate of occupancy by the borrower entity while others are effective as of the construction loan closing. We would need to purchase the construction loan with cash on hand or obtain alternative financing, which may be less than the original construction loan or at less attractive terms, and negatively impact our liquidity and results of operations. 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. 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. We may also provide limited guarantees of construction loans associated with JV Equity Investments, which would have similar risks and recourse options as those for properties with forward loan purchase commitments.

There are risks related to the construction of properties underlying our investment assets.

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. 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. While we may mitigate some of these risks by obtaining construction completion guaranties from developers or other parties and/or payment and performance bonds from contractors, we may not be able to do so in all cases, or such guaranties or bonds may not fully protect us in the event a property is not completed. In other cases, we may decide to

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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.

If a property is not completed on time or costs more to complete than anticipated, it may cause us to receive less than the full amount of interest owed to us on our debt investments or otherwise result in a default. In such cases, we may be forced to foreclose on an incomplete property and sell it in order to recover the principal and accrued interest on our investments, resulting in losses. Alternatively, we may decide to finance the remaining construction of the property, in which event we will need to invest additional funds into the property, either as equity or a property loan. Our returns on these additional investments would be taxable to our Unitholders. Also, if we foreclose on a property, we will no longer receive interest on the debt investments secured by the property. The overall return to us from our investment in this circumstance is likely to be less than if the construction had been completed on time and within budget.

As it relates to our JV Equity Investments, if a property is not completed or costs more to complete than anticipated, we may be required to contribute additional capital to support construction and/or operations. During the years ended December 31, 2024 and 2025, we contributed additional equity above our original equity commitments totaling $9.0 million and $4.1 million to various properties to cover cost overruns, higher than anticipated interest costs, and to support operations. We anticipate advancing additional equity to certain JV Equity Investments during the remainder of 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 development, changes in interest rates, the pace of lease-up, proceeds from refinancings of the original construction debt, and overall operating results of the underlying properties. Such additional equity may result in lower returns on our investments or we may be unable to recover our initial investment upon sale, which would adversely affect our cash flow and results of operations.

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.

Many of our debt investments are associated with syndicated partnerships formed to receive allocations of LIHTCs. Conditions in the low income housing tax credit market due to changes in the U.S. corporate tax rates have previously had, and may in the future have, an adverse impact on our cost of borrowings and may also restrict our ability to make additional investments. These conditions, as well as the cost and availability of financing have been, and may continue to be, adversely affected in all markets in which we operate. 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. Changes in the U.S. tax rates, and the resulting impacts to the low income housing tax credit market, may limit our ability to replace or renew maturing debt financing on a timely basis, may impair our ability to acquire new investments and may impair our access to capital markets to meet our liquidity and growth strategies which may have an adverse effect on our financial condition and results of operations.

In July 2025, passage of the OBBBA permanently increased the state allocation for 9% LIHTC properties by 12%, which are not eligible for tax-exempt financing such as MRBs and GILs. This increase in allocation may result in fewer 4% LIHTC properties that are eligible for MRB and GIL financing. Generally, the long-term impact of the OBBBA on low income housing tax credit markets the Partnership, our unitholders, the developers and owners of the properties underlying our MRBs, GILs, and market-rate joint venture investments, and the multifamily real estate industry in general cannot be reliably predicted at this early stage of the new law's implementation.

There are various risks associated with our commitments to fund investments on a draw-down or forward basis.

We have committed to advance funds for various investments on a draw-down basis during construction. We may also forward commit to purchase MRBs at future dates, contingent upon stabilization of affordable multifamily rental properties. 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, if circumstances change such that our traditional liquidity sources and debt financing arrangements are insufficient, we may need to obtain funds from other sources, including, but not limited to, alternative financing arrangements, sales of assets, or raise additional capital. This could negatively impact our results of operations through higher costs or lower investment returns. 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.

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 may acquire ownership of multifamily, seniors housing or skilled nursing properties securing our debt investments in the event of a default, which will subject us to all the risks normally associated with the ownership and operation of such properties. Such risks include, but are not limited to, declines in property values, occupancy and rental rates, increases in operating expenses, and the

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ability to finance or refinance related debt, if needed. We may also be subject to government regulations, natural disasters, and environmental issues, any of which could have an adverse effect on our financial results, cash flow and our ability to sell the properties.

Certain of our property loan investments, such as The 50/50 and SoLa Impact Opportunity Zone Fund loans, are subordinate to other debts secured by the underlying multifamily properties associated with such investments, such that the principal and interest payments on our property loans are paid only after all debt service payments are made on senior obligations. As our property loans are subordinate, our risk of collection is more dependent on the efficient operations of such properties.

Properties related to our MRB investments and JV Equity Investments are geographically concentrated in certain states.

The properties securing our MRB investments are geographically dispersed throughout the United States, with significant concentrations in Texas, California, and South Carolina. 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. 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.

Our investments in certain asset classes may be concentrated with certain developers and related affiliates.

We typically source our investment assets through our relationships with multifamily property developers. There are concentrations with certain developers with our MRB, GIL, property loan, and JV Equity Investment asset classes. The developers and their affiliates manage the construction and operations of the underlying properties. 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.

We typically obtain limited-to-full payment guaranties of the principal and interest during the construction phase from affiliates of borrowers under our MRB and GIL investments. The guarantor affiliates are required to meet certain net worth and liquidity covenants during the term of the guaranties. Such guaranties may be concentrated in certain guarantors if we invest in multiple MRB and GIL investments with the same sponsor and/or developer. Multiple defaults resulting in enforcement of guaranties against a common guarantor may negatively impact our ability to collect under our guaranties.

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. If the underlying market-rate multifamily rental properties do not generate sufficient cash proceeds, either through net cash flows from operations or upon a sale event or refinancing, then we can enforce the guaranty against the guarantor. 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.

The financial performance of our investments in MF Properties depends on the rental and occupancy rates of the properties and the level of operating expenses. Occupancy rates and rents are directly affected by the supply of, and demand for, apartments in the market areas in which a property is located. This, in turn, is affected by several factors such as local or national economic conditions, and the amount of new apartment construction and interest rates on single-family mortgage loans. In addition, factors such as government regulation, inflation, real estate and other taxes, labor problems, and natural disasters can affect the economic operations of the 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.

We periodically review our investments for impairment based on currently effective GAAP accounting guidance. The recognition of other-than-temporary impairment, provisions for credit losses, and provisions for loan loss are subject to a considerable degree of judgment, the results of which, when applied under different conditions or assumptions, could have a material impact on the Partnership’s consolidated financial statements. Realized impairments and losses may differ from our current estimates and could

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negatively impact the our financial condition, cash flows, and reported earnings and could be caused by various factors, including, but not limited to, unanticipated adverse changes in the economy or events adversely affecting specific assets, borrowers, or markets in which our borrowers or their properties are located.

We apply the current expected credit loss model to estimate an allowance for credit losses as required by GAAP accounting guidance. For our GIL, taxable GIL, and property loan investments and unfunded commitments, the measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement takes place at the time a financial asset is first added to the balance sheet and updated quarterly thereafter. 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. If, based on developments and trends, we are required to materially increase our level of allowance for credit losses, such an increase may affect our results of operations, financial condition, and business. Because our methodology for determining allowances may differ from the methodologies employed by other companies, our allowance for credit losses may not be comparable with allowances reported by other companies.

Properties related to our investment assets may not be completely insured against damage from natural disasters.

If a property underlying an investment asset was to be damaged by a natural disaster, such as a hurricane, earthquake, major storm or wildfire, the amount of uninsured losses could be significant, and the property owner may not have the resources to fully rebuild the property. 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. 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. 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.

At December 31, 2025, the outstanding principal of the Partnership’s MRBs, taxable MRBs, GILs and taxable GILs secured by multifamily properties located in California were $302.2 million, $25.4 million, $138.8 million, and $44.9 million, respectively. During 2024, several of California’s largest real property hazard insurance providers, including State Farm, Allstate, Farmers, USAA, Travelers, Nationwide, and Chubb, have either paused or severely limited their issuance of new policies, or their renewal of existing policies, in the state. Mounting claims from wildfire damage, the increasing cost of building and repairing residential properties, and a steep increase in reinsurance premiums, as well as state insurance regulations that make it difficult for insurers to adjust premiums in response to the evolving risk landscape, have challenged the capacity of insurance companies to sustainably and profitably offer property insurance in California. The result of these actions has been to limit the availability of property insurance in California for the owners of multifamily properties such as those securing our MRBs, as well as for the residents of those properties. Those multifamily property owners and residents who are able to obtain or renew their property insurance are experiencing or are likely to experience significant increases in premiums.

Many property owners in the State of California have been negatively impacted by the contraction of insurance options in the state and the resulting lack of access to affordable property insurance, which could adversely impact the ability of multifamily property owners to obtain insurance, and escalating premiums and limited coverage options could result in limiting coverage in the event of loss. 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.

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.

The owner or operator of real property may become liable for the costs of removal or remediation of hazardous substances released on its property. Various federal, state and local laws often impose such liability without regard to whether the owner or operator of real property knew of, or was responsible for, the release of such hazardous substances. We cannot be assured that the properties related to our investment assets are not or will not be contaminated. The costs associated with the remediation of any such contamination may be significant and may exceed the value of a property or result in the property owner defaulting on the MRB, GIL or property loan secured by the property or otherwise result in a loss of our investment in the property.

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We are subject to reinvestment risk from maturities and prepayments of our investment assets.

Our MRB investments may have optional call dates that can be exercised by either the borrower or the Partnership that are earlier than the contractual maturity at either par or premiums to par. In addition, our GIL investments and most property loans are prepayable at any time without penalty. Borrowers may choose to redeem our investments if prevailing market interest rates for alternative financing are lower than the interest rate on our investment assets or for other reasons. 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. New investment opportunities may not generate the same leveraged returns as our current investment assets such that our reported operating results may decline over time. We typically source our MRB and GIL investment opportunities through our relationships with multifamily property developers. Though we have a variety of property developer relationships, we cannot assure that such developers will continue to generate additional investment opportunities or that we will be awarded future investment opportunities due to various factors, including but not limited to, investment terms offered by our competitors.

Similarly, we are subject to reinvestment risk on the return of capital from the sale or redemption of our JV Equity Investments. 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 new MRB investments. We may also continue acquiring JV Equity Investments related to market rate seniors housing properties. New investment opportunities may not generate the same returns as our prior investments due to factors including, but not limited to, differing risk profiles, elevated interest rates and increasing construction costs. Lower returns on new investment opportunities will result in declining operating results over time.

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.

We typically fund a portion of investment assets with debt financing or other borrowing arrangements to achieve leveraged returns. To the extent that income derived from such leveraged assets exceeds our interest expense, hedging expense and other costs of the financing, our net income will be greater than if we had not borrowed funds and had not invested in such assets on a leveraged basis. Conversely, if the income from our investment does not sufficiently cover the interest expense, hedging expense and other costs of the financing, our net income will be less or our net loss will be greater than if we had not borrowed funds. Because of the credit and interest rate risks inherent in our investment strategies, we closely monitor the leverage of our investment portfolio. From time to time, our leverage ratio may increase or decrease due to several factors, including changes in the value of the underlying portfolio, changes in investment allocations and the timing and amount of new investments.

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.

Our ability to fund our operations, meet financial obligations, and finance targeted investment opportunities may be impacted by an inability to secure and maintain debt financing from current or potential future lenders. Our lenders are primarily large global financial institutions or regional commercial banks, with exposure both to global financial markets and to more localized economic conditions. 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.

In addition, if there is a contraction in the overall availability of debt financing for our investment assets, including if the regulatory capital requirements imposed on our lenders change, our lenders may significantly increase the cost of the financing that they provide to us, or increase the amounts of collateral they require as a condition to providing us with financing. 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.

Moreover, the amount of financing that we receive under our financing agreements will be directly related to our lenders’ valuation of the financed assets subject to such agreements. If a lender’s valuations for individual asset classes are lower than expected, the advance rate from the lender will be lower resulting in a net increase in our retained interests in the overall transaction and a decrease in our leveraged returns. 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.

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There are risks associated with debt financing programs that involve securitization of our investment assets.

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. The trust administrator receives all the principal and interest payments from the underlying assets and distributes proceeds to holders of the various security interests. The senior securities are paid contractual principal and interest at variable or fixed rates, depending on the terms of the security. As the holder of the residual interest, we are entitled to any remaining principal and interest after payment of all trust-related fees (i.e. trustee fees, remarketing agent fees, liquidity provider fees, credit enhancement fees, etc.). Specific risks generally associated with these asset securitization programs include the following:

Changes in interest rates can adversely affect the cost of the asset securitization financing.

The interest rates payable on certain senior securities are variable. The senior securities associated with our TOB trust securitizations have variable interest rates that reset on a weekly or daily basis. The interest rates are determined by the respective remarketing agents based on the rate third-party purchasers are willing to receive to purchase the senior securities at par. Changes in such rates are generally, though not always, consistent with movements in market interest rate indices. In addition, because the senior securities may be tendered back to the trust, causing the trust to remarket the senior securities from time to time, an increase in interest rates may be required in order to successfully remarket these securities. Any increase in the interest rate payable on the senior securities will cause an increase in our interest expense and decrease the amount of residual cash flows available to us. Higher short-term interest rates will reduce, and could even eliminate, the return on our residual interests.

Payments on our residual interests are subordinate to payments on the senior securities and to payment of all trust-related fees.

Our residual interests are subordinate to the senior securities and payment of all trust-related fees. As a result, none of the interest received by such a trust will be paid to us as the holder of a residual interest until all payments currently due on the senior securities and trust expenses have been paid in full. As the holder of residual interests in these trusts, we can look only to the cash flow of the trust remaining after payment of these senior obligations for payment on our residual interests. No third-party guarantees the payment of any return to be received on our residual interests.

Termination of an asset securitization financing may occur under certain circumstances and could result in the liquidation of the securitized assets resulting in losses.

In general, the trust or other special purpose entity formed for an asset securitization financing can terminate for various events relating to the assets or with the trust itself. Potential termination triggers related to the securitized assets include non-payment of debt service or other defaults or a determination that the interest on the assets is taxable. Potential termination triggers related to a trust include a downgrade in the investment rating of the trust credit enhancer, a ratings downgrade of the trust liquidity provider, increases in short term interest rates in excess of the interest paid on the underlying assets, an inability to remarket the senior securities, or an inability to obtain credit or liquidity support for the trust. In each of these cases, the trust will be terminated and the securitized assets held by the trusts will be sold. 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. Our TOB financings are recourse obligations of the Partnership, so the Partnership is liable for losses on the senior trust obligations.

An insolvency or receivership of the program sponsor could impair our ability to recover the assets and other collateral pledged in connection with bond securitization financings.

In the event the sponsor of an asset securitization financing program becomes insolvent, it could be placed in receivership. In that situation, it is possible that we may not be able to recover the investment assets or other collateral pledged in connection with the securitization financing or that we will not receive all payments due on our residual interests.

We may be required to post additional collateral if the securitized investment assets and related derivative instruments experience declines in value.

We may be required to post collateral, typically in cash, related to the TOB trusts and derivative instruments with Mizuho and Barclays as our counterparties subject to respective ISDA master agreements. The amount of collateral posting required is dependent on the valuation of the investment assets and related derivative instruments, in the aggregate, in relation to thresholds set by the lenders on each business day.

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During 2025, we received a net return of collateral totaling $5.2 million with Mizuho due to increases in the value of our fixed interest rate investment assets funded with TOB financing resulting from generally declining market interest rates. We have satisfied all collateral calls to date using unrestricted cash on hand. Volatility in market interest rates and potential deterioration of general economic conditions may cause the value of our investment assets to decline and result in the posting of additional collateral in the future. The valuation of our interest rate swaps generally moves inversely with the change in valuation of our investment assets, so the change in valuation of our interest rate swaps partially offset the change in value of our investment assets when determining the amount of collateral posting requirements. 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. If the value of the Partnership’s net aggregate position with Mizuho decreases, then we will be required to post cash collateral equal to the net negative exposure. As of December 31, 2025, our positions with Mizuho subject to daily valuation adjustment consist of $772.5 million of fixed rate MRBs and taxable MRBs, $29.4 million variable rate MRBs and taxable MRBs, $46.1 million of fixed rate property loans, and $280.9 million notional balance of interest rate swaps. 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. 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. 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. 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.

There is risk that we will not meet financial covenants, non-financial covenants and risk retention requirements.

We are subject to various financial and non-financial covenants according to our ISDA master agreements with Mizuho and Barclays. Such covenants included, but are not limited to, maintaining minimum partners’ capital balances, certain limits on declines in net assets over specified time periods, certain limitations on leverage, and requiring that the BUCs remain listed on a national securities exchange, such as the NYSE. Failure to comply with these covenants could result in an event of default, termination of the trust securitizations, acceleration of all amounts owed, and generally would give the counterparty the right to exercise certain other remedies under the ISDA master agreements. Further, certain of our ISDA master agreements have cross-default, cross-acceleration or similar provisions, such that if we were to violate a covenant under one trust securitization, that violation could lead to defaults, accelerations, or other adverse events under other trust securitizations and lines of credit as well.

Certain regulations related to our TOB trust securitizations require that we maintain a minimum economic interest in the residual and/or senior securities issued by the trust. Declines in the value of the securitized assets below certain levels will require us to purchase senior securities to satisfy our minimum risk retention requirements, which will negatively impact our liquidity and leveraged returns.

We are subject to various risks associated with our derivative agreements.

We purchase derivative instruments primarily to mitigate our exposure to rising interest rates through interest rate swaps and caps. There is no assurance these instruments will fully insulate us from any adverse financial consequences resulting from rising interest rates. 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. In such instances, we will enter into derivative instruments related to different interest rate indices, such as SOFR, that we believe correlate closely with our variable interest rate exposure. In order to account for the differential between our interest rate swaps which are indexed to SOFR (a taxable rate) and our debt financing rate (which is often correlated to short-term tax-exempt municipal securities rates), we assume that, over the term of our debt financing, the tax-exempt senior securities interest rate will approximate 70% of the SOFR rate. 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.

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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.

We may also enter into total return swaps as a form of financing our investment assets. Total return swaps are subject to the risks noted above in addition to other risks, including, but not limited to, a requirement to cash settle any deficit in the fair value of the referenced assets compared to the outstanding principal amount.

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.

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. We are subject to certain financial and non-financial covenants, which if not maintained, will cause a default and acceleration of amounts due, negatively impacting our liquidity. 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. 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.

We have obtained mortgage financing secured by our MF Properties that subject us to certain financial and non-financial covenants, which if not maintained, will cause a default and acceleration of amounts due, negatively impacting our liquidity. The mortgage financing executed in January 2026 includes a partial guaranty by Greystone Select and is subject to various financial and non-financial covenants. 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.

The amount of the cash per BUC distributed by the Partnership may increase or decrease at the sole determination of the General Partner based on its assessment of the amount of cash available to us for this purpose, as well as other factors it deems to be relevant. We may supplement our cash available for distribution with unrestricted cash. If we are unable to generate sufficient cash from operations, we may need to reduce the level of cash distributions per BUC from current levels. In addition, there is no assurance that we will be able to maintain our current level of annual cash distributions per BUC even if we complete our current investment plans. 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.

Inflation risk is the risk that the value of income from investments will be worth less in the future as inflation decreases the value or purchasing power of money. Inflation has moderated in recent years after it increased significantly from 2021 to 2023. If there is a resurgence in inflation, which adds to the adverse effects of the recent inflationary period, the real value of our distributions related to BUCs and Preferred Units will decline.

Future issuances of additional BUCs could cause the market value of all outstanding BUCs to decline.

We may issue additional BUCs from time to time to raise additional equity capital. The issuance of additional BUCs will cause dilution of the existing BUCs and may cause a decrease in the market price of the BUCs.

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.

The holders of our Preferred Units, and any other class or series of Partnership interests or securities, including debt securities, we may issue in the future that are expressly designated as ranking senior to the BUCs, have rights with respect to anticipated quarterly distributions and rights upon liquidation, dissolution, or the winding-up of the Partnership’s affairs which are senior to those of the holders of BUCs. In addition, upon a liquidation, lenders with respect to our borrowings and potential debt securities will be entitled to

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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. The existence of these senior rights and preferences may have a negative effect on the value of the BUCs.

Holders of Preferred Units have extremely limited voting rights.

The voting rights of a holder of Preferred Units are extremely limited. Our BUCs are the only class of our partnership interests carrying full voting rights.

The General Partner has the authority to declare cash distributions related to the Preferred Units.

The holders of Preferred Units are entitled to receive non-cumulative cash distributions, when, as, and if declared by the General Partner, out of funds legally available therefor, at stated annual rates. Under the terms of the Partnership Agreement, the General Partner has the authority, based on its assessment of the amount of cash available to us for distributions, not to declare distributions to the holders of the Preferred Units.

Holders of Preferred Units may have liability to repay distributions.

Under certain circumstances, holders of the Preferred Units may have to repay amounts wrongfully returned or distributed to them. Under Section 17-607 of the Delaware Revised Uniform Limited Partnership Act, we may not make a distribution if the distribution would cause the Partnership’s liabilities to exceed the fair value of its assets. Liabilities to partners on account of their partnership interests and liabilities that are non-recourse to the Partnership are not counted for purposes of determining whether a distribution is permitted.

Delaware law provides that for a period of three years from the date of an impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the limited partnership for the distribution amount. A purchaser of Preferred Units who becomes a limited partner is liable for the obligations of the transferring limited partner to make contributions to the Partnership that are known to such purchaser of Preferred Units at the time it became a limited partner and for unknown obligations if the liabilities could be determined from our Partnership Agreement.

We may be required to redeem Preferred Units in the future.

Under the terms of the Preferred Units, upon the sixth anniversary of the closing of the sale to an investor, and upon each anniversary thereafter, each holder of such Preferred Units will have the right, but not the obligation, to cause the Partnership to redeem, in whole or in part, the units held by such holder at a per unit redemption price equal to $10.00 per unit plus an amount equal to all declared and unpaid distributions thereon to the date of redemption. Holders of the Preferred Units must provide written notice to the General Partner of their intent to redeem at least 180 days prior to the redemption date. In addition, if the General Partner determines that the ratio of the aggregate market value of issued and outstanding BUCs to the aggregate value of issued and outstanding Series A Preferred Units and Series A-1 Preferred Units has fallen below 1.0 and has remained below 1.0 for a period of 15 consecutive business days, then each holder of Series A, Series A-1 and Series B Preferred Units will have the right to redeem, in whole or in part, the Preferred Units held by such holder at a per unit redemption price equal to $10.00 per unit plus all declared and unpaid distributions thereon to the date of redemption. If such redemptions occur, we will be required to fund redemption proceeds using, including, but not limited to, our general secured line of credit, cash on hand, alternative financing, or the sale of assets. Such actions may limit our ability to make additional investments with accretive returns and may negatively impact our results of operations through higher costs or lower investment returns. If we do not have sufficient funds available to fulfill these obligations, we may be unable to satisfy an investor’s redemption right.

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. 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 rule also would have allowed evaluation of retail lending in areas where banks make loans but do not operate deposit-taking facilities, in addition to traditional deposit-based assessment areas.

The final rule was to become effective April 1, 2024, and banks were to comply with most provisions beginning January 1, 2026, and with the remaining provisions on January 1, 2027. 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. As a result, the final rule never took effect, and its implementation dates were stayed pending the outcome of the litigation.

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In March 2025, the banking agencies announced their intent to rescind the 2023 final rule and reinstate the pre-existing CRA regulatory framework, which was largely based on regulations originally adopted in 1995 and updated in 2021. The banking agencies subsequently issued a joint notice of proposed rulemaking in July 2025 to formally rescind the 2023 rule and restore the legacy CRA regulations with technical updates, such as inflation-adjusted asset-size thresholds. Until a final rescission rule is adopted, the agencies will continue to apply the pre-2023 CRA regulatory framework in examining banks.

Under the legacy CRA framework currently in effect, banks receive CRA credit for “qualified investments” and community development activities defined under long-standing regulatory criteria, including investments that help meet the credit needs of low- and moderate-income (LMI) individuals and communities, support economic development, and provide community services consistent with safe and sound banking. Many specific activities can qualify, but unlike under the enjoined 2023 final rule, there is no fixed enumerated list of categories codified in the now-rescinded final rule text. Instead, banks and their examiners rely on long-standing guidance on qualifying activities and community development categories.

Because qualification for CRA credit is determined at the institutional level and in the context of a bank’s specific assessment areas and activities, investments are not automatically designated as qualifying at the time of issuance. Accordingly, a financial institution considering an investment – such as the Partnership’s Preferred Units – must evaluate whether the investment is likely to qualify under the applicable CRA regulatory framework and examiner guidance. Final determinations are made by the OCC, Federal Reserve, FDIC, or applicable state bank supervisory agency during their periodic examinations, and there is no assurance that regulators will concur with the institution’s initial determination.

Each holder of the Partnership’s Preferred Units is a limited partner of the Partnership, not just of the investments in its designated target region(s). The financial returns on an investor’s investment will be determined based on the performance of all the assets in the Partnership’s geographically diverse portfolio, not just by the performance of the assets in the designated target region(s) selected by the investor.

In determining whether a particular investment is qualified for CRA credit under the legacy regulatory framework, the General Partner will assess whether the investment has as its primary purpose community development, consistent with traditional CRA guidance. The General Partner will consider, among other factors, whether the investment: (1) benefits LMI individuals or communities; (2) supports community development financial institutions (CDFIs) or minority depository institutions (MDIs); (3) facilitates affordable housing; (4) supports small businesses; or (5) addresses other community development needs consistent with CRA standards. 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. The value of the Partnership’s assets will vary, reflecting changes in market conditions, interest rates, and other political and economic factors. There is no assurance that the Partnership can achieve its investment objective, since all investments are inherently subject to market risk. There also can be no assurance that either the Partnership’s investments or Preferred Units of the Partnership will receive investment test credit under the CRA.

Under certain circumstances, investors may not receive CRA credit for their investment in the Preferred Units.

The CRA requires the three federal bank supervisory agencies, the FRB, the OCC, and the FDIC, to encourage the institutions they regulate to help meet the credit needs of their local communities, including low- and moderate-income neighborhoods. Each agency has promulgated rules for evaluating and rating an institution’s CRA performance which, as the following summary indicates, vary according to an institution’s asset size. An institution’s CRA performance can also be adversely affected by evidence of discriminatory credit practices regardless of its asset size.

For an institution to receive CRA credit with respect to an investment in the Preferred Units, the Partnership must hold CRA qualifying investments that relate to the institution’s delineated CRA assessment area. The Partnership expects that an investment in its Preferred Units will be considered a qualified investment under the CRA, but neither the Partnership nor the General Partner has received an interpretative letter from the FFIEC stating that an investment in the Partnership is considered eligible for regulatory credit under the CRA. 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. So that an investment in the Partnership may be considered a qualified investment, the Partnership will seek to invest only in investments that meet the prevailing community investing standards put forth by U.S. regulatory agencies.

In this regard, the Partnership expects that a majority of its investments will be considered eligible for regulatory credit under the CRA, but there is no guarantee that an investor will receive CRA credit for its investment in the Preferred Units. For example, a state banking regulator may not consider the Partnership eligible for regulatory credit. If CRA credit is not given, there is a risk that an investor may not fulfill its CRA requirements.

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The Partnership’s portfolio investment decisions may create CRA strategy risks.

Portfolio investment decisions take into account the Partnership’s goal of holding MRBs and other securities in designated geographic areas and will not be exclusively based on the investment characteristics of such assets, which may or may not have an adverse effect on the Partnership’s investment performance. CRA qualified assets in geographic areas sought by the Partnership may not provide as favorable return as CRA qualified assets in other geographic areas. The Partnership may sell assets for reasons relating to CRA qualification at times when such sales may not be desirable and may hold short-term investments that produce relatively low yields pending the selection of long-term investments believed to be CRA-qualified.

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.

The Preferred Units are subordinated to all existing and future indebtedness, including indebtedness outstanding under any senior bank credit facility. The Partnership may incur additional debt under its senior bank credit facility or future credit facilities, including debt securities. The payment of principal and interest on its debt reduces cash available for distribution to Unitholders, including the Preferred Units.

The Series A Preferred Units and Series A-1 Preferred Units are pari passu and senior to the Series B Preferred Units. The issuance of additional units pari passu with or senior to the existing series of Preferred Units would dilute the interests of the holders of the Preferred Units, and any issuance of senior securities, parity securities, or additional indebtedness could affect the Partnership’s ability to pay distributions on or redeem the Preferred Units.

Holders of the Preferred Units may be required to bear the risks of an investment for an indefinite period of time.

Holders of the Preferred Units may be required to bear the financial risks of an investment in the Preferred Units for an indefinite period of time. In addition, the Preferred Units will rank junior to all Partnership current and future indebtedness (including indebtedness outstanding under the Partnership’s senior bank credit facility) and other liabilities, and any other senior securities we may issue in the future with respect to assets available to satisfy claims against the Partnership.

Treatment of distributions on our Preferred Units is uncertain.

The tax treatment of distributions on our Preferred Units is uncertain. We will treat the holders of Preferred Units as partners for tax purposes and will treat distributions paid to holders of Preferred Units as being made to such holders in their capacity as partners. If the Preferred Units are not partnership interests, they likely would constitute indebtedness for U.S. federal income tax purposes and distributions to the holders of Preferred Units would constitute ordinary interest income to holders of Preferred Units. If Preferred Units are treated as partnership interests, but distributions to holders of Preferred Units are not treated as being made to such holders in their capacity as partners, then these distributions likely would be treated as guaranteed payments for the use of capital. Guaranteed payments generally would be taxable to the recipient as ordinary income, and a recipient could recognize taxable income from the accrual of such a guaranteed payment even in the absence of a contemporaneous distribution. Potential investors should consult their tax advisors with respect to the consequences of owning our Preferred Units.

There is no public market for the Preferred Units, which may prevent an investor from liquidating its investment.

The Preferred Units may not be resold unless the Partnership registers the securities with the SEC or an exemption from the registration requirement is available. It is not expected that any market for the Preferred Units will develop or be sustained in the future. The lack of any public market for the Preferred Units severely limits the ability to liquidate the investment, except for the right to put the Preferred Units to the Partnership under certain circumstances.

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. An increase in market interest rates may lower the value of the Preferred Units and also would likely increase the Partnership’s borrowing costs.

Risks Related to Income Taxes

Income from various investments is subject to taxation.

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. Furthermore, income and gains generated by assets within Greens Hold Co and its subsidiaries are subject to federal, state and local income taxes as the Greens Hold Co is a “C” corporation for income tax purposes.

In July 2025, passage of the OBBBA lowered the private activity bond financing threshold from 50% to 25% for 4% LIHTC projects. This change may result in LIHTC projects receiving lower tax-exempt and higher taxable MRB and GIL financing so that states can allocate tax-exempt bond financing capacity across a greater number of properties. If the Partnership needs to provide greater taxable financing for future MRB and GIL investments, it will increase the proportion of income allocated to our Unitholders that is taxable.

To the extent we generate taxable income, Unitholders will be subject to income taxes on this income, whether or not they receive cash distributions.

As a partnership, our Unitholders are individually liable for income taxes on their proportionate share of any taxable income realized by us, whether or not we make cash distributions.

There are limits on the ability of our Unitholders to deduct Partnership losses and expenses allocated to them.

The ability of Unitholders to deduct their proportionate share of the losses and expenses generated by us will be limited in certain cases, and certain transactions may result in the triggering of the Alternative Minimum Tax for Unitholders who are individuals.

Unitholders may incur tax liability if any of the interest on our MRB or GIL investments is determined to be taxable.

In each MRB and GIL transaction, the governmental issuer, as well as the underlying borrower, has covenanted and agreed to comply with all applicable legal and regulatory requirements necessary to establish and maintain the tax-exempt status of interest earned on the MRB and GIL investments. Failure to comply with such requirements may cause interest on the related investment to be includable in gross income for federal income tax purposes retroactive to the date of issuance, regardless of when such noncompliance occurs. Should the interest income on an MRB or GIL be deemed to be taxable, the governing documents include a variety of rights and remedies that we have concluded would help mitigate the economic impact of taxation of the interest income on the affected MRBs or GILs. Under such circumstances, we would enforce all such rights and remedies as set forth in the related governing documents as well as any other rights and remedies available under applicable law. In addition, in the event the tax-exemption of interest income on any MRB or GIL is challenged by the IRS, we would participate in the tax and legal proceedings to contest any such challenge and would, under appropriate circumstances, appeal any adverse final determinations. The loss of tax-exemption for any individual MRB or GIL would not, in and of itself, result in the loss of tax-exemption for any unrelated MRBs or GILs. However, the loss of such tax-exemption could result in the distribution to our Unitholders of taxable income relating to such MRBs and GILs.

In addition, we have, and may in the future, obtain debt financing through asset securitization programs in which we place MRB and GIL investments into trusts and are entitled to a share of the interest received by the trust on these bonds after the payment of interest on senior securities and related expenses issued by the trust. It is possible that the characterization of our residual interest in such a securitization trust could be challenged and the income that we receive through these instruments could be treated as ordinary taxable income includable in our gross income for federal tax purposes.

If we are determined to be an association taxable as a corporation, it will have adverse economic consequences for us and our Unitholders.

We have determined to be treated as a partnership for federal income tax purposes. The purpose of this determination is to eliminate federal and state income tax liability for us and allow us to pass through our interest income on our MRB and GIL investments, which we expect and believe to be tax-exempt, to our Unitholders so that they are not subject to federal income tax on this income. If our treatment as a partnership for tax purposes is successfully challenged, we would be classified as an association taxable as a corporation. This would result in the Partnership being taxed on its taxable income, if any, and, in addition, would result in all cash distributions made by us to Unitholders being treated as taxable dividend income to the extent of our earnings and profits. The payment of these dividends would not be deductible by us.

The listing of our BUCs for trading on the NYSE causes us to be treated as a “publicly traded partnership” under Section 7704 of the IRC. We will remain taxable as a partnership if 90% or more of our income for each taxable year in which we are a publicly traded partnership consists of “qualifying income” (the “qualifying income exception”). Qualifying income includes interest (other than interest generated from a financial business), dividends, real property rents, gain from the sale or other disposition of real property, gain from the sale or other disposition of capital assets held to produce interest or dividends, and certain other items. 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. In such a case, if more than ten percent of our annual gross income in any year is not qualifying income, we will be taxable as a corporation rather than a partnership for federal income tax purposes.

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If we are determined to be engaged in a financial business for purposes of Section 7704 of the IRC, we may not be able to rely on the qualifying income exception to the publicly traded partnership rules, which may require us to be classified as an association taxable as a corporation. We do not believe that the Partnership is engaged in a “financial business” for purposes of Section 7704 of the IRC, and therefore the interest generated by our MRB, GIL, and other investments should be considered qualifying income. However, we have not received our own private letter ruling from the IRS regarding our activities and whether they constitute a financial business. If the IRS were to consider our activities to constitute a financial business for purposes of Section 7704 of the IRC, we would likely not be able to rely on the qualifying income exception to the publicly traded partnership rules, which may require us to be classified as an association taxable as a corporation. We have not received, and do not intend to seek, a ruling from the Internal Revenue Service regarding our status as a partnership for tax purposes.

Certain income may be considered UBTI for certain tax-exempt or tax-deferred owners of BUCs and Preferred Units.

A portion of our income allocated to the Unitholders may be UBTI and, accordingly, will be taxable to a tax-exempt Unitholder. This could include “unrelated debt finance income”, which can result in certain situations where (i) the tax-exempt Unitholder incurs indebtedness to finance its purchase of units and (ii) we borrow or incur indebtedness to finance the acquisition of certain investments.

Risks Related to Governmental and Regulatory Matters

We are not registered under the Investment Company Act.

We are not required to register as an investment company under the Investment Company Act because we operate under an exemption therefrom. As a result, none of the protections of the Investment Company Act (such as provisions relating to disinterested directors, custody requirements for securities, and regulation of the relationship between a fund and its advisor) are applicable to us.

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.

Our TEBS financing facilities and the 2024 PFA Securitization Transaction are integral parts of our business strategy and those financings are dependent upon an investment grade rating of Freddie Mac. If Freddie Mac were to be downgraded to below investment grade, it would have a negative effect on our ability to finance our MRB portfolio on a longer-term basis and could negatively impact our cash flows from operations and our ability to continue distributions to our Unitholders at current levels.

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.

Congress has considered a substantial number of bills that include comprehensive or incremental approaches to ending the conservatorship, winding down Fannie Mae and Freddie Mac or changing their purposes, businesses or operations. U.S. government departments and agencies, including the U.S Treasury and FHFA, have also published proposals which could lead to a release or exit from conservatorship. A decision by the U.S. government to eliminate or downscale Fannie Mae or Freddie Mac or to reduce government support for multifamily housing more generally may adversely affect our ability to utilize TEBS or similar financing facilities, including MRB or other mortgage-backed securitization financing vehicles, which may adversely affect our future growth. It may also adversely affect underlying interest rates, capital availability, development of multifamily communities and the value of multifamily assets, which may also adversely affect our future growth.

The market value of mortgage-backed securitization vehicles guaranteed by Fannie Mae and Freddie Mac today are highly dependent on the continued support by the U.S. government. If such support is modified or withdrawn, if the U.S. Treasury fails to inject new capital as needed or if Fannie Mae and Freddie Mac are released from conservatorship, the market value of the securitizations they guaranteed could significantly decline, making it difficult for us to obtain TEBS or similar financing facilities and could force us to sell assets at substantial losses. Furthermore, any policy changes to the relationship between Fannie Mae, Freddie Mac and the U.S. government may create market uncertainty and have the effect of reducing the actual or perceived credit quality of the securitizations. It may also interrupt the cash flow received by investors on the underlying mortgage-related assets held.

All of the foregoing could materially adversely affect the availability, pricing, liquidity, market value and financing of our assets and materially adversely affect our business, operations, and financial condition.

Appropriations risk related to HUD’s Section 8 housing programs.

As of December 31, 2025, nine of our 69 MRB properties benefited from project-based Section 8 contracts where rental assistance is tied to specific apartment units, not the tenant. Such contracts are a credit benefit to the MRB property as rent payments are largely funded by HUD. In addition, other units of our MRB properties utilize Section 8 tenant-based housing vouchers where a portion of each

40


 

tenant’s rental payment is funded by HUD. In recent years, the two Trump Administrations have indicated considerations of changing or reducing potential HUD appropriations for Section 8 programs. However, there have been no reductions in Congressional appropriations for the Section 8 program to date. Future changes to HUD’s Section 8 housing programs may negatively impact rental revenue at MRB properties that utilize project-based Section 8 contracts or tenant-based housing vouchers.

The Partnership faces legislative and regulatory risks in connection with its assets and operations, including under the CRA.

Many aspects of the Partnership’s investment objectives are directly affected by the national and local legal and regulatory environments. Changes in laws, regulations, or the interpretation of regulations could all pose risks to the successful realization of the Partnership’s investment objectives.

It is not known what changes, if any, may be made to the CRA in the future and what impact these changes could have on regulators or the various states that have their own versions of the CRA. Changes in the CRA might affect our operations and might pose a risk to the successful realization of our investment objectives. Repeal of the CRA would significantly reduce the attractiveness of an investment in our Preferred Units for regulated investors. There is no guarantee that an investor will receive CRA credit for its investment in the Preferred Units.

General Risk Factors

We face possible risks associated with the effects of climate change and severe weather.

The physical effects of climate change could have a material adverse effect on our investments and operating results. To the extent climate change causes changes in weather patterns, our markets could experience increases in storm intensity and rising sea levels. These conditions may negatively impact the pace and cost of properties under construction. Over time, these conditions could result in declining demand and operating results for properties related to our investment assets. Climate change may also have indirect effects on our business by increasing the cost and/or availability of property insurance and increased repair and maintenance costs. There can be no assurance that climate change will not have a material adverse effect on our investments and operating results.

In recent years, we have noted increasing costs to obtain sufficient water for tenants at properties in dryer climates and locations with drought conditions, specifically in the western and southwestern United States. 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.

We are increasingly dependent on information technology, and potential disruption, cyber-attacks, security issues, and expanding social media vehicles present new risks.

We are increasingly dependent on information technology networks and systems, including the Internet, to process, transmit, and store electronic and financial information, to manage and support a variety of business processes and activities, and to comply with regulatory, legal, and tax requirements. Certain critical components of our information systems are hosted and supported by third-party service providers and affiliates of Greystone. If we and our service providers do not allocate and effectively manage the resources necessary to build and sustain the proper technology infrastructure and to maintain and protect the related automated and manual control processes, we could be subject to business disruptions or damage resulting from cybersecurity incidents. If any of our information technology systems suffer severe damage, disruption, or shutdown, and our business continuity plans do not effectively resolve the issues in a timely manner, our revenues, financial condition, and results of operations may be materially and adversely affected. We could also experience delays in reporting our financial results. In addition, we may be negatively impacted by business interruption, litigation, and reputational damages from cybersecurity incidents or from systems conversions when, and if, they occur in the normal course of business.

Our third-party information technology service providers, including an affiliate of Greystone, are primarily responsible for the security of their own information technology environments and, in certain instances, we rely significantly on third-party service providers to supply and store our sensitive data in a secure manner. All such third-party vendors face risks relating to cybersecurity incidents that could disrupt their businesses and therefore adversely impact us. While we provide guidance and specific requirements in some cases, we do not directly control any of such parties’ information technology security operations, or the amount of investment they place in guarding against cybersecurity threats. Accordingly, we are subject to any flaws in or breaches to their information technology systems or those which they operate for us.

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.

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The inappropriate use of certain media could cause brand damage or information leakage. Negative posts or comments about the Partnership on any social networking web site could seriously damage our reputation. In addition, the disclosure of non-public information through external media channels could have a negative impact to the Partnership. Identifying new points of entry as social media continues to expand presents new challenges. Any business interruptions or damage to our reputation could negatively impact our financial condition, results of operations, and the market price of our BUCs.

Developments related to artificial intelligence could result in reputational or competitive harm, legal liability, and other adverse effects on our business.

We have not yet adopted artificial intelligence (“AI”) capabilities into our business, though we may do so in the future. Any future adoption of AI, whether successful or not, could cause us to incur substantial costs and could result in significant changes within our internal operational structure to account for our use and development of AI capabilities. Our competitors or other third parties may incorporate AI into their operations more quickly or more successfully than we do, which could impair our ability to compete effectively.

Certain of our third-party service providers may have or could, in the future, incorporate AI capabilities into their operations and could create risks to those products and services provided to the Partnership. Other companies have experienced cybersecurity incidents that implicate confidential and proprietary company data and/or the personal data of end users of AI applications integrated into their service or product offerings or used in their operations. If we were to experience a cybersecurity incident related to the integration of AI capabilities at a service provider, our business and results of operations could be adversely affected. AI also presents various emerging legal, regulatory, and ethical issues, and the general incorporation of AI at our service providers and in the general business environment could require us to expend significant resources in developing and maintaining our business activities and may cause us to experience brand, reputational, or competitive harm, or incur legal liability.

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.

Although we have not yet implemented such use, in the future we may use generative artificial intelligence and/or machine learning (collectively, “AI”) tools in our operations. If our competitors and peers use AI tools to optimize operations and we fail to utilize AI tools in a comparable manner, we may be competitively disadvantaged. However, while AI tools may facilitate optimization and operational efficiencies, they also have the potential for inaccuracy, bias, infringement, or misappropriation of intellectual property, and risks related to data privacy and cybersecurity. The use of AI tools may introduce errors or inadequacies that are not easily detectable, including deficiencies, inaccuracies, or biases in the data used for AI training, or in the content, analyses, or recommendations generated by AI applications. The results of such errors or inadequacies may adversely affect our business, financial condition, and results of operations. The legal requirements relating to AI continue to evolve and remain uncertain, including how legal developments could impact our business and ability to enforce our proprietary rights or protect against infringement of those rights.

Cybersecurity threat actors may utilize AI tools to automate and enhance cybersecurity attacks against us. We utilize software and platforms designed to detect such cybersecurity threats, including AI-based tools, but these threats could become more sophisticated and harder to detect and counteract, which may pose significant risks to our data security and systems. Such cybersecurity attacks, if successful, could lead to data breaches, loss of confidential or sensitive information, and financial or reputational harm.

Our property owners also may use AI tools in their products or services without our knowledge, and the providers of these tools may not meet the evolving regulatory or industry standards for privacy and data protection. Consequently, this may inhibit our or our property owners’ ability to uphold an appropriate level of service and data privacy. If we, our property owners, or other third parties with which we conduct business experience an actual or perceived breach of privacy or security incident due to the use of AI, we may be adversely impacted, lose valuable intellectual property or confidential information, and incur harm to our reputation and the public perception of the effectiveness of our security measures.

In addition, investors, analysts, and other market participants may use AI tools to process, summarize or interpret our financial information or other data about us. The use of AI tools in financial and market analysis may introduce risks similar to those described above, including an inaccurate interpretation of our financial or operational performance or market trends or conditions, which in turn could result in inaccurate conclusions or recommendations.

Our inability to adopt new technological capabilities and enhancements, including AI and machine learning, may put us at a competitive disadvantage or cause us to miss opportunities to innovate and achieve efficiencies in our operations which could adversely impact our business, reputation, results of operations, and financial condition.

Item 1B. Unresolved Staff Comments.

None

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Item 1C. Cybersecurity.

Risk Management and Strategy

Partnership management considers risks from cybersecurity threats as a component of its entity-wide risk assessment that includes various processes and procedures to assess, identify, and manage material risks. The Partnership uses a variety of information technology solutions in the operation of its business, all of which are maintained by reputable third-party providers, including an information technology managed services system provider that is an affiliate of Greystone.

Management regularly communicates with the Greystone affiliate regarding the information technology managed services system including ongoing threats or cybersecurity incidents, monitoring of third-party vendors used by the Greystone affiliate, and review of System and Organization Controls assurance reports. Risk management processes in place at the Greystone affiliate include an annual cybersecurity risk assessment, third-party network security assessments, continuous employee training, regular internal information technology audits, and ongoing threat monitoring.

Management regularly reviews material technology services used, the population of technology service providers, and material and/or sensitive financial and operational data, and then assesses the material risks from cybersecurity threats associated with these items. Management has developed processes, procedures, and internal controls to address materials risks focusing on application security (levels of access, passwords, etc.), system change controls, and operations processing. The design and operating effectiveness of internal controls are subject to testing annually by the Partnership’s internal audit function.

Management has also developed procedures to assess the operations and internal controls of material service providers through questionnaires, inquiries, reviews of available policy statements, and evaluation of System and Organization Controls assurance reports, which are assessed in the aggregate to determine if the service providers have adequately addressed the risks of cybersecurity threats within their operations. The overall assessment includes an evaluation of a service provider’s breach notification policies and procedures and any reported cybersecurity incidents. Management is not aware of any cybersecurity incidents at any of its service providers that have materially affected or are reasonably likely to materially affect the Partnership’s operations.

Notwithstanding the extensive approach the Partnership takes to cybersecurity in conjunction with Greystone, the Partnership may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on the Partnership. See “Item 1A. Risk Factors,” for a discussion of cybersecurity risks.

Governance

Certain employees of Greystone Manager that provide services to the Partnership are responsible for assessing and managing material risks from cybersecurity threats and are overseen by the Partnership’s Chief Financial Officer. The Chief Financial Officer and relevant Greystone Manager employees collectively have over 20 years of experience in information technology risk assessment and audit evaluations. These individuals will also consult with experts from Greystone’s affiliate that provides information technology managed services systems, particularly the Chief Information Security Officer of the Greystone affiliate, when assessing and evaluating risks of cybersecurity threats. These 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. The Greystone affiliate's Chief Information Security officer and Information Security Committee (made up of key information technology personnel) are responsible for establishing, maintaining, and monitoring the cybersecurity ecosystem at the Greystone affiliate. The Chief Information Security Officer and Information Security Committee together have over 25 years of experience in information technology managed services systems and cybersecurity.

The Partnership has established incident response procedures to be followed in the event of a cybersecurity incident that is overseen by the Partnership’s Chief Executive Officer and Chief Financial Officer. The Chief Executive Officer and the Chief Financial Officer are notified of cybersecurity incidents as soon as the Partnership receives notification from a third-party service provider or is informed by other means, and will determine if additional internal and/or external resources are needed to evaluate, mitigate, and remediate the cybersecurity incident. At a minimum, the Board of Managers will be notified of material cybersecurity incidents prior to any public announcement and will receive updates on material developments and remediation activities.

The Board of Managers considers risks from cybersecurity threats in conducting its oversight of the Partnership’s overall risk assessment, primarily through the activities of the Audit Committee of the Board of Managers. The Chief Financial Officer reports to the Audit Committee the results of the evaluation of risks from cybersecurity threats, the process, procedures and internal controls designed to address such risks, and other relevant information needed for the Audit Committee to operate its oversight responsibilities. The Partnership’s internal audit function reports to the Audit Committee annually the results of its assessment of design and operating effectiveness testing of internal controls. In addition, the Audit Committee conducts an annual review of the Partnership’s cybersecurity posture and the effectiveness of its risk management strategies. This review assists in identifying areas for improvement and ensuring the alignment of cybersecurity efforts with the overall risk management framework of the Partnership.

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Additional third parties, contracted with by our third-party service providers, also play a role in the Partnership’s overall cybersecurity. Our third-party service providers engage with a range of additional third-party service providers and external experts, including cybersecurity assessors, consultants, and auditors, to evaluate and test their risk management systems. These services include, but are not limited to, penetration testing, independent audits, and consulting on best practices to address new challenges, and also include testing both the design and operational effectiveness of our security controls. These engagements enable our service providers to leverage specialized knowledge and insights, ensuring cybersecurity strategies and processes remain at the forefront of industry best practices.

Risks from Cybersecurity Incidents

The Partnership has not encountered, to its knowledge, a cybersecurity incident that has materially impaired, or is reasonably likely to materially impair, our business strategy, operations, or financial condition. There can be no assurance that such effects may not occur in the future.

Item 2. Properties.

The Partnership conducts its business operations from and maintains its corporate office at 14301 FNB Parkway, Suite 211, Omaha, Nebraska 68154. The Partnership believes that this office is adequate to meet its business needs for the foreseeable future.

Each of our MRB and GIL investments are collateralized by multifamily, seniors housing or skilled nursing properties. We also have property loans that are also secured by these properties but do not hold title or any other interest in the properties. Our JV Equity Investments represent membership interests in market-rate multifamily and seniors housing properties, but we do not hold title to such properties.

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, 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. See 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.

The Partnership is periodically involved in ordinary and routine litigation incidental to its business. In our judgment, there are no material pending legal proceedings to which we are a party or to which any of the properties associated with our investments are subject, in which a resolution is expected to have a material adverse effect on our consolidated results of operations, cash flows, or financial condition.

Item 4. Mine Safety Disclosures.

Not Applicable.

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PART II

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. 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. In addition, the holders of outstanding Preferred Units are entitled to receive non-cumulative cash distributions, when, as, and if declared by the General Partner, out of funds legally available therefor, in accordance with the terms and in the amount set forth in the Partnership Agreement. Distributions to the BUCs rank junior to distributions to the Preferred Units, and, therefore, such distributions may be limited under certain circumstances. See Note 17 to the Partnership’s consolidated financial statements for a further description of the Preferred Units. The Partnership currently expects to continue to pay distributions on its Preferred Units and BUCs in the future.

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. The 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


 

Item 6. [Reserved]

46


 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

In this Management’s Discussion and Analysis, all references to “we,” “us,” and the “Partnership” refer to Greystone Housing Impact Investors LP, its consolidated subsidiaries, and consolidated VIEs for all periods presented. The Partnership includes the assets, liabilities, and results of operations of the Partnership, our wholly owned subsidiaries and consolidated VIEs. All significant transactions and accounts between the Partnership and its subsidiaries and consolidated VIEs have been eliminated in consolidation. See Note 2 and Note 3 to the Partnership’s consolidated financial statements for further disclosures.

This Item 7 discusses The Partnership's results of operations and financial condition as of and for the year ended December 31, 2025, as compared to as of and for the year ended December 31, 2024. For a discussion of the Partnership's results of operations and financial condition as of and for the year ended December 31, 2024, as compared to as of and for the year ended December 31, 2023, please refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024.

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. We expect and believe the interest received on these MRBs and GILs is excludable from gross income for federal income tax purposes. We also invest in other types of securities and investments that may or may not be secured by real estate and may make property loans to multifamily properties which may or may not be financed by MRBs or GILs held by us and may or may not be secured by real estate.

We also make JV Equity Investments for the construction, stabilization, and ultimate sale of market-rate multifamily and seniors housing properties. We are entitled to distributions if, and when, cash is available for distribution either through operations, a refinance or sale of the property. In addition, the Partnership may acquire and hold interests in multifamily, student or senior citizen residential MF Properties.

Business Environment and Current Outlook

As we announced in November 2025, we are implementing our strategy to reduce our capital allocation to market rate multifamily JV Equity Investments. We and the respective managing members are managing the remaining portfolio of market rate multifamily investments to maximize sales prices and returns to the extent possible, with our return of capital from the sale of these investments to be redeployed into primarily tax-exempt MRB investments. The timing of the return of our capital from investment sales and the time required to redeploy this capital will be impactful to our reported earnings during this period of transition. Once capital is returned and subsequently redeployed, we believe this reallocation strategy will result in increased stability of earnings from the regular net interest spread earned on new MRB investments as compared to the sporadic transaction-driven income from JV Equity Investments. We also expect additional MRB investments to increase the proportion of tax-advantaged income allocated to Unitholders in the long term. We will continue leveraging Greystone’s strong lending relationships across affordable housing, seniors housing, and skilled nursing business lines in identifying new MRB investment opportunities.

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 low and moderate income residents have not kept up with demand. 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. For our leverage programs, we will continue to employ our hedging strategies to reduce our exposure to changes in the interest cost on debt financing related to our fixed rate investments.

The borrowers of our MRBs and GILs were all current on contractual debt service payments as of December 31, 2025. However, we have recorded asset-specific provisions for credit losses for affordable multifamily investments totaling approximately $10.4 million for the year ended December 31, 2025 across three MRBs, three taxable MRBs and one property loan related to certain multifamily properties in South Carolina – The Park at Sondrio Apartments, The Park at Vietti Apartments, and Windsor Shores Apartments. We elected to acquire the underlying properties via deed in lieu of foreclosure in early 2026 in order to manage the properties directly and maximize the value of our investments. In addition, Century Plaza Apartments (formerly The Ivy Apartments) failed to meet certain stabilization requirements under the related MR documents in February 2026 and we elected to acquire the underlying properties via

47


 

deed in lieu of foreclosure as well. These properties will be real estate owned by the Partnership and reported as MF Properties. We expect operating results to be less than when the investments were held as MRB investments.

In relation to our JV Equity Investments, 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 joint venture equity investment opportunities in the seniors housing segment, though in lower volume than our historical capital allocation to market rate multifamily investments. In December 2025, we closed on a new market rate seniors housing JV Equity Investment for Valage Mt. Rose in Reno, NV. This is our second seniors housing investment with the Valage Development group.

Market dynamics related to our remaining market rate multifamily JV Equity Investments remain challenging. The San Antonio, TX, Austin, TX, and Huntsville, AL markets have experienced record new multifamily unit deliveries in recent years, peaking in 2024. Rental rates and occupancy have declined as these markets absorb new units. This results in downward pressure on leasing velocity and net operating income for these properties. We expect pressure on rental rates and occupancy to lessen at some point in 2026 due to positive unit absorption and limited new construction starts in these markets in 2024 and 2025. The leasing market pressures noted above have made it more difficult for the respective managing members of our stabilized market rate multifamily JV Equity Investments to sell the properties, resulting in longer than expected investment holding periods. In addition, less available and more expensive debt capital have had pronounced effects on property acquisitions by making it harder for potential buyers to obtain attractive financing. Accordingly, we have observed increasing multifamily capitalization rates in recent periods resulting in lower property valuations than the sales prices that were achieved for prior investments sold in 2022 and 2023. Longer holding periods and lower valuations will negatively impact our results of operations. Historically, the majority of our income from our JV Equity Investments is recognized at the time of sale and is largely dependent on the sales prices of the related properties. There were no JV Equity Investment property sales in 2024 and we have recognized significantly less investment income and gains on sale from the two JV Equity Investments sold in 2025 as compared to 2022 and 2023. After the current elevated level of new multifamily supply is absorbed, we expect net rents and occupancy to increase, capitalization rates to decline, and property valuations to increase.

Summary Financial Results

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. We separately report our consolidation and elimination information because we do not allocate certain items to the segments. All “General and administrative expenses” on the Partnership's consolidated statements of operations are reported within the Affordable Multifamily Investments segment. See Notes 2 and 25 to the Partnership’s consolidated financial statements for additional details. The following table presents summary information regarding activity of our segments for the periods indicated (dollar amounts in thousands):

 

 

For the Years Ended December 31,

 

 

2025

 

 

Percentage of Total

 

 

2024

 

 

Percentage of Total

 

Total revenues

 

 

 

 

 

 

 

 

 

 

 

 

Affordable Multifamily Investments

 

$

80,173

 

 

 

93.9

%

 

$

82,593

 

 

 

90.5

%

Seniors and Skilled Nursing Investments

 

 

5,076

 

 

 

5.9

%

 

 

3,836

 

 

 

4.2

%

Market-Rate Joint Venture Investments

 

 

41

 

 

 

0.0

%

 

 

4,669

 

 

 

5.1

%

MF Properties

 

 

100

 

 

 

0.1

%

 

 

174

 

 

 

0.2

%

Total revenues

 

$

85,390

 

 

 

 

 

$

91,272

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

Affordable Multifamily Investments

 

$

(309

)

 

 

4.1

%

 

$

19,026

 

 

 

89.2

%

Seniors and Skilled Nursing Investments

 

 

1,694

 

 

 

-22.2

%

 

 

2,446

 

 

 

11.5

%

Market-Rate Joint Venture Investments

 

 

(11,289

)

 

 

148.3

%

 

 

(354

)

 

 

-1.7

%

MF Properties

 

 

2,290

 

 

 

-30.1

%

 

 

205

 

 

 

1.0

%

Net income (loss)

 

$

(7,614

)

 

 

 

 

$

21,323

 

 

 

 

During the years ended December 31, 2025 and 2024, our net income (loss) was significantly impacted by unrealized (gains) losses on our derivative instrument portfolio, which primarily consists of interest rate swaps. Under the applicable accounting guidance, we report our derivatives at fair value as of each reporting date. The fair value is based on a model that considers observable indices and observable market trades for similar arrangements, such as publicly available current SOFR rates and forward SOFR swap rates. 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). Unrealized (gains) losses can be significant in periods of significant interest rate volatility. The following table summarizes unrealized losses (gains) by segment for the years ended December 31, 2025 and 2024:

 

 

 

For the Years Ended December 31,

 

 

 

2025

 

 

2024

 

Unrealized (gains) losses from derivatives

 

 

 

 

 

 

Affordable Multifamily Investments

 

$

5,631

 

 

$

(1,386

)

Seniors and Skilled Nursing Investments

 

 

978

 

 

 

(712

)

Total unrealized (gains) losses from derivatives

 

$

6,609

 

 

$

(2,098

)

Differences between the respective periods are primarily due to market interest rate changes between reporting dates. 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. The 3-year SOFR swap rate declined 0.71% from 4.05% as of December 31, 2024 to 3.34% as of December 31, 2025, resulting in significant unrealized losses on our interest rate swap portfolio for the year ended 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 significant unrealized gains on our interest rate swap portfolio for the year ended December 31, 2024.

Though unrealized (gains) losses may impact our reported net income (loss) period-to-period, the net cash settlements on our interest rate swaps are less variable. Our interest rate swaps are designed such that changes in the monthly net cash settlements will offset the changes in monthly interest costs on our variable-rate debt financings. Our interest rate swaps are subject to monthly net cash settlements whereby we pay a stated fixed rate and our counterparty pays a variable rate equal to the compounded SOFR rate for the settlement period. If short-term interest rates decline, the interest cost of our variable-rate debt financings will typically decline. Meanwhile, the variable rate payment by the counterparty on our interest rate swap will decline such that our benefit from the monthly net settlement payment will decline. The change in interest cost on our variable-rate debt financing generally offsets the reduced monthly net cash settlement payments associated with the related interest rate swap, such that our net cash flow for the period is not materially impacted by changes in short term interest rate changes. 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.

In addition, we recognized asset-specific provisions for credit losses totaling approximately $10.4 million in the Affordable Multifamily Investments segment for the year ended December 31, 2025, which significantly impacted our reported net income (loss). These provisions are not realized losses but are based on expectations of credit losses after our evaluation of several factors including current and expected operating results of the underlying properties, borrower financial conditions, and estimated collateral values. See the operational matters section of the Affordable Multifamily Investments section discussion in this Item 7. We adjust net income (loss) for provisions for credit losses when calculating CAD, consistent with our historical treatment of non-cash reserves.

In connection with the preparation of the Partnership’s consolidated financial statements as of and for the year ended December 31, 2025, the Partnership identified certain immaterial errors in previously issued financial statements. The errors related to the sale of The 50/50 MF Property in December 2022 specific to the deferral of the gain on sale and valuation of the related assets received and liabilities incurred upon sale; errors in the recognition of preferred return investment income from certain equity method investees; errors in the calculations of the Partnership’s proportionate share of earnings (losses) from certain equity method investees when applying the hypothetical liquidation at book value method; and the capitalization of interest costs as a basis difference related to equity method investees that are undergoing development activities. The Partnership concluded the errors were not material to the Partnership’s previously issued consolidated financial statements for any prior annual or interim quarterly period. The Partnership recorded immaterial out-of-period adjustments for the respective lines items during the fourth quarter of the year ended December 31, 2025, such that all out-of-period adjustments are reflected in the results of operations for the year ended December 31, 2025. See the “Immaterial Out-of-Period Adjustments” section of Note 2 of the Partnership’s consolidated financial statements for further details.

Recent Legislative Developments

On July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”), which is a sweeping federal reconciliation package that permanently extends and expands key provisions of the 2017 Tax Cuts and Jobs Act, introduces new tax benefits (including elevated standard deductions, higher state-and-local tax (SALT) caps, and no taxation on tips and overtime income for certain workers), and enacts broad reductions in government spending. The OBBBA contains provisions that may affect the Partnership and its unitholders. For example, the OBBBA affects the LIHTC program by permanently increasing the state allocation for 9% LIHTC properties by 12% and lowering the private activity bond financing threshold from 50% to 25% for 4% LIHTC projects. In sum, the OBBBA is a complex revision to the U.S. federal income tax laws with potentially

49


 

far-reaching consequences. The OBBBA will require subsequent rulemaking in a number of areas. The long-term impact of the OBBBA on the Partnership, our unitholders, the developers and owners of the properties underlying our MRBs, GILs, and market-rate joint venture investments, and the multifamily real estate industry in general cannot be reliably predicted at this early stage of the new law’s implementation. Unitholders are urged to consult with their own tax advisors regarding the impact of the OBBBA to them and their acquisition, ownership, and disposition of the Partnership’s units. The Partnership’s management continues to evaluate the impact of the OBBBA on the Partnership and its business, financial condition, and results of operations.

Corporate Responsibility

We are committed to corporate responsibility and the importance of developing environmental, social, and governance policies and practices consistent with that commitment. We believe the implementation and maintenance of such policies and practices benefit the employees that serve the Partnership, support long-term performance for our Unitholders, and have a positive impact on society and the environment.

Environmental Responsibility

Achieving positive environmental and sustainability impacts in connection with our affordable housing investment activity is important to us. Opportunities for positive environmental investments are open to us because private activity bond volume cap and LIHTC allocations are key components of the capital structure for most new construction or acquisition/rehabilitation affordable housing properties financed by our MRB and GIL investments. These resources are allocated by individual states to our property sponsors through a competitive application process under a state-specific QAP as required under Section 42 of the IRC. Each state implements its public policy objectives through an application scoring or ranking system that rewards certain property features. Some of the common features rewarded under individual state QAPs are transit amenities (proximity to various forms of public transportation), proximity to public services (parks, libraries, full scale supermarkets, or a senior center), and energy efficiency/sustainability. Some state-specific QAPs have minimum energy efficiency standards that must be met, such as the use of low water need landscaping, Energy Star appliances and hot water heaters, and GREENGUARD Gold certified insulation. Since we can only finance properties with successful applications, we work with our sponsor clients to maximize these environmental features such that their applications can earn the most points possible under the individual state’s QAP. The following table summarizes total funding commitments related to properties that were awarded both private activity bond cap and LIHTC allocations through state-specific QAPs (inclusive of investments of our Construction Lending JV).

Asset Type

 

For the Period from January 1, 2022, through December 31, 2025

 

MRBs and taxable MRBs

 

$

233,375,500

 

GILs, taxable GILs and property loans

 

 

300,051,554

 

Total

 

$

533,427,054

 

In 2021, we acquired an MRB investment secured by Meadow Valley, a to-be-constructed 174 bed seniors housing facility in Traverse City, MI. Part of the construction financing is provided through a C-PACE program, which is a state policy-enabled financing mechanism that allows developers to access the capital needed to make renewable energy accessible and cost-effective. In the case of Meadow Valley, C-PACE financing of $24.8 million will be provided to finance energy conservation features including high efficiency windows, roof, walls, heating, cooling, indoor and outdoor lighting, water heating and low-flow fixtures. The C-PACE financing is repaid through a property tax assessment over the life of the property. Many lenders are averse to financing properties with C-PACE financing as the tax assessment is a senior obligation of the property. We have developed underwriting procedures that allow for the borrower to obtain C-PACE financing and still meet our security and underwriting requirements. We will continue to evaluate investment opportunities related to properties that utilize C-PACE financing for future investment as we want to encourage our borrowers to utilize clean energy design and construction practices.

We are committed to minimizing the overall environmental impact of our corporate operations. 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.

Social Responsibility

Our MRB and GIL investments directly support the construction, rehabilitation, and stabilized operation of decent, safe, and sanitary affordable multifamily housing across the United States. The development of affordable multifamily housing has relatively broad legislative support at the federal and state levels. Each of the properties securing our MRB and GIL investments is required to maintain a minimum percentage of units set aside for a combination of very low-income (50% or less of AMI) and low-income (80% or less of AMI) tenants in accordance with IRC guidelines, and the owners of the properties often agree to exceed the minimum IRC requirements. 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. In addition, certain borrowers related to our MRB investments are non-profit entities that provide affordable multifamily housing consistent with their charitable purposes. These properties provide valuable housing and support services to both low-income and market-rate tenants and create housing diversity in the geographic and social communities in which they are located.

The following table summarizes, by investment asset class, the number of residential rental units associated with the affordable multifamily properties financed by the Partnership that have some form of tenant income or rent restrictions as evidenced by a regulatory agreement recorded on the local government land records as of December 31, 2025:

 

 

Number of Units at <=50% AMI

 

 

Number of Units at <=60% AMI

 

 

Number of Units at <=80% AMI

 

 

Total Number of Units

 

 

Affordable Units as % of Total Units

 

 

Number of Properties

 

 

Number of States

 

Reported Asset Value

 

 

Percentage of Total Partnership Assets

MRBs and taxable MRBs

 

 

1,665

 

 

 

5,897

 

 

 

8,845

 

 

 

10,006

 

 

 

88

%

 

 

66

 

 

10

 

$

919,706,878

 

 

61%

GILs and taxable GILs

 

 

277

 

 

 

664

 

 

 

910

 

 

 

910

 

 

 

100

%

 

 

4

 

 

1

 

 

183,637,300

 

 

12%

Total

 

 

1,942

 

 

 

6,561

 

 

 

9,755

 

 

 

10,916

 

 

 

89

%

 

 

70

 

 

 

 

$

1,103,344,178

 

 

73%

Certain investments may be eligible for regulatory credit under the CRA to help meet the credit needs of the communities in which they exist, including low- and moderate-income neighborhoods. See “Community Investments” in this Item 7 below for further information regarding assets of the Partnership the General Partner believes are eligible for regulatory credit under the CRA.

We and Greystone are committed to supporting our workforce. Greystone has implemented evaluation and compensation policies designed to attract, retain, and motivate employees that provide services to the Partnership to achieve superior results. Greystone also 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. 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.

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. 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. 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. We set high ethical standards for our related employees and partners. We regularly review and update, as appropriate, our policies governing ethical conduct and responsible behavior in order to support our sustainable and continued success. Our Code of Business Conduct and Ethics is applicable to all Greystone personnel that provide services to the Partnership and is available on the Partnership’s website. All employees are required to annually affirm that they have read and understood the Code of Business Conduct and Ethics. Employees are encouraged to share any ethics or compliance concerns with their supervisors or confidentially through our third-party managed hotline. We maintain a formal compliance policy to investigate ethics or compliance concerns and to protect whistleblowers. Our policy is designed to meet the requirements and standards of the Sarbanes Oxley Act of 2002 and the Securities and Exchange Act of 1934.

The Board of Managers of Greystone Manager brings a diverse set of skills and experiences across industries in the public, private and not-for-profit sectors. The composition of the Board of Managers is in compliance with the NYSE listing rules and SEC rules applicable to the Partnership. The majority of the members of the Board of Managers meet the independence standards established by the New York Stock Exchange listing rules and the rules of the SEC. 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. Our non-independent Managers are employees of Greystone that regularly monitor developments in our operating environment and capital markets and discuss such developments with management on a regular basis. One of our Managers is a member of our investment committee that pre-approves all new investments. 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 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.

The following table compares revenue and other income for the periods indicated (dollar amounts in thousands):

 

 

 

For the Years Ended December 31,

 

 

 

2025

 

 

2024

 

 

$ Change

 

 

% Change

 

Revenues and Other Income:

 

 

 

 

 

 

 

 

 

 

 

 

Investment income

 

$

71,430

 

 

$

80,977

 

 

$

(9,547

)

 

 

-11.8

%

Other interest income

 

 

11,684

 

 

 

9,509

 

 

 

2,175

 

 

 

22.9

%

Contingent interest income

 

 

208

 

 

 

-

 

 

 

208

 

 

N/A

 

Other income

 

 

2,068

 

 

 

785

 

 

 

1,283

 

 

 

163.4

%

Gain on sale of real estate assets

 

 

3,017

 

 

 

64

 

 

 

2,953

 

 

N/A

 

Gain on sale of mortgage revenue bonds

 

 

-

 

 

 

2,220

 

 

 

(2,220

)

 

N/A

 

Gain on sale of investments in unconsolidated entities

 

 

186

 

 

 

118

 

 

 

68

 

 

 

57.6

%

Earnings (losses) from investments in unconsolidated entities

 

 

(12,547

)

 

 

(2,141

)

 

 

(10,406

)

 

 

486.0

%

Total Revenues and Other Income

 

$

76,046

 

 

$

91,532

 

 

$

(15,486

)

 

 

-16.9

%

 

Total Revenues and Other Income for the year ended December 31, 2025 compared to the year ended December 31, 2024

Investment income. The decrease in investment income for the year ended December 31, 2025 as compared to the same period in 2024 was due to the following factors:

An increase of approximately $8.8 million in interest income from recent MRB advances, offset by a decrease of approximately $5.0 million in interest income due to MRB redemptions and principal repayments;
A decrease of approximately $10.1 million in interest income due to recent GIL redemptions, offset by an increase of approximately $3.0 million in interest income from recent GIL investments;
A decrease of approximately $1.6 million in interest income due to lower interest rates and accretion on certain MRBs and a GIL;
An decrease of approximately $4.6 million in investment income related to unconsolidated entities consisting of:
o
An increase of approximately $2.2 million in investment income related to preferred return recognized upon the sale of Vantage at Tomball in January 2025 and Vantage at Helotes in May 2025;
o
An increase of approximately $1.9 million in investment income due to a preferred return distribution from Vantage at Loveland in March 2025;
o
A decrease of approximately $3.5 million in investment income due to lower earned preferred return on current investments during 2025 in comparison to 2024; and
o
A decrease of approximately $5.2 million in investment income due to a cumulative out-of-period adjustment (see Note 2 to the consolidated financial statements for further details).

Other interest income. Other interest income is comprised primarily of interest income on our property loan, taxable MRB, taxable GIL investments, and cash balances. The increase in other interest income for the year ended December 31, 2025 as compared to the same period in 2024 was primarily due to:

An increase of approximately $4.6 million from recent property loan, taxable MRB and taxable GIL investment advances, offset by a decrease of approximately $2.1 million due to recent property loan, taxable MRB and taxable GIL investment redemptions and principal repayments; and

52


 

A decrease of approximately $813,000 in other interest income due to less interest earned on cash balances.

Contingent interest income. Contingent interest income for the year ended December 31, 2025 related to a premium received upon redemption of the Companion at Thornhill Apartments MRB in June 2025. There was no contingent interest income for the year ended December 31, 2024.

Other income. 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. The gain on sale for the year ended December 31, 2025 related to an out-of-period adjustment to the deferred gain on sale of The 50/50 MF Property that occurred in 2022. See Note 2 to the consolidated financial statements for further details. The gain on sale of real estate assets for the year ended December 31, 2024 related to final purchase price adjustments for the Suites on Paseo MF Property that was sold in December 2023.

Gain on sale of mortgage revenue bonds. There was no gain on sale of mortgage revenue bonds for the year ended December 31, 2025. 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.

Gain on sale of investments in unconsolidated entities. The gain on sale for the year ended December 31, 2025 related to the sale of Vantage at Helotes in May 2025 for a gain of approximately $149,000 and final settlement of the Vantage at O'Connor and Vantage at Coventry sales that occurred in July 2022 and January 2023, respectively. 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 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. The increase in losses for the year ended December 31, 2025 as compared to the same period in 2024 is primarily due to non-capitalized interest and depreciation expense at Valage Senior Living Carson Valley, The Jessam at Hays Farm, Freestone Greenville, Freestone Cresta Bella, and Freestone Ladera as the properties have begun operations.

The following table compares Partnership expenses for the periods presented (dollar amounts in thousands):

 

 

 

For the Years Ended December 31,

 

 

 

2025

 

 

2024

 

 

$ Change

 

 

% Change

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Provision for credit losses

 

 

9,807

 

 

 

(1,036

)

 

 

10,843

 

 

N/A

 

Depreciation

 

 

9

 

 

 

24

 

 

 

(15

)

 

 

-62.5

%

Interest expense

 

 

50,391

 

 

 

60,032

 

 

 

(9,641

)

 

 

-16.1

%

Net result from derivative transactions

 

 

3,646

 

 

 

(8,495

)

 

 

12,141

 

 

N/A

 

General and administrative

 

 

18,978

 

 

 

19,653

 

 

 

(675

)

 

 

-3.4

%

Total Expenses

 

$

82,831

 

 

$

70,178

 

 

$

12,653

 

 

 

18.0

%

 

Total Expenses for the year ended December 31, 2025 compared to the year ended December 31, 2024

Provision for credit losses. The provision for credit losses for the year ended December 31, 2025 includes asset-specific allowances of approximately $1.7 million related to the Opportunity South Carolina property loan and approximately $8.7 million related to The Park at Sondrio MRB and taxable MRB, The Park at Vietti MRB and taxable MRB, and the Windsor Shores Apartments MRB and taxable MRB. These asset-specific provisions were partially offset by a decline in our general allowance for credit losses primarily due to GIL and property loan redemptions and 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.

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. The provision for credit losses for the year ended December 31, 2024 also includes the recovery of approximately $169,000 of prior credit losses in connection with final settlement of the bankruptcy estate of the Provision Center 2014-1 MRB.

Depreciation expense. Depreciation expense for the year ended December 31, 2025 and 2024 related to furniture and equipment owned by the Partnership.

Interest expense. The decrease in interest expense for the year ended December 31, 2025 as compared to the same period in 2024 was due to the following factors:

A decrease of approximately $5.5 million due to lower average interest rates on debt financing, net of cash receipts received on interest rate derivatives;
An increase of approximately $480,000 due to higher average principal outstanding of approximately $8.9 million;
A decrease of approximately $189,000 in amortization of deferred financing costs; and
A decrease of approximately $4.4 million due to capitalized interest associated with JV Equity Investments under development, of which approximately $3.4 million is a cumulative out-of-period adjustment (see Note 2 to the consolidated financial statements for further details).

Net result from derivative transactions. The net result from derivative transactions consists of realized and unrealized (gains) losses from our derivative financial instruments. Realized (gains) losses represent receipts or payments related to our interest rate swaps during the period. Unrealized (gains) losses are generally a result of changes in current and forward interest rates during the period. Increasing interest rates generally result in unrealized gains while decreasing interest rates generally result in unrealized losses. The following table summarizes the components of this line item for the years ended December 31, 2025 and 2024 (dollar amounts in thousands):

 

 

For the Years Ended December 31,

 

 

2025

 

2024

 

Realized (gains) losses on derivatives, net

 

$(2,963)

 

$(6,397)

 

Unrealized (gains) losses on derivatives, net

 

6,609

 

(2,098)

 

Net result from derivative transactions

 

$3,646

 

$(8,495)

 

Realized gains on derivatives, net, decreased during the year ended December 31, 2025 as compared to the same period in 2024 due to generally decreasing spot interest rates during 2024 and 2025. 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. 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. The decrease in general and administrative expenses for the year ended December 31, 2025 as compared to the same period in 2024 was primarily due to decreases of approximately $405,000 in professional and consulting fees and approximately $275,000 in employee compensation and benefits.

Income Tax Expense for the years ended December 31, 2025 and 2024

A wholly owned subsidiary of the Partnership, the Greens Hold Co, is a corporation subject to federal and state income tax. The Greens Hold Co owns certain property loans and real estate assets. The Greens Hold Co sold its ownership interest in The 50/50 MF Property to an unrelated non-profit organization in December 2022 and recorded an out-of-period adjustment to gain on sale of approximately $3.0 million in 2025. The income tax expense for the year ended December 31, 2025 primarily related to the deferred tax impact of the gain on sale of The 50/50 MF Property. See Note 2 to the consolidated financial statements for further details. 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. 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 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 Partnership also deducts Tier 2 income (see Note 23 to the Partnership’s consolidated financial statements) distributable to the General Partner as defined in the Partnership Agreement and distributions and accretion for the Preferred Units. Net income is the GAAP measure most comparable to CAD. There is no generally accepted methodology for computing CAD, and the Partnership’s computation of CAD may not be comparable to CAD reported by other companies. Although the Partnership considers CAD to be a useful measure of the Partnership’s operating performance, CAD is a non-GAAP measure that should not be considered as an alternative to net income calculated in accordance with GAAP, or any other measures of financial performance presented in accordance with GAAP.

The following table shows the calculation of CAD (and a reconciliation of the Partnership’s net income (loss), as determined in accordance with GAAP, to CAD) for the years ended December 31, 2025 and 2024 (all per BUC amounts are presented giving effect to the BUCs Distributions described in Note 23 of the consolidated financial statements on a retroactive basis for all periods presented):

 

 

 

For the Years Ended December 31,

 

 

 

2025

 

 

2024

 

Net income (loss)

 

$

(7,613,745

)

 

$

21,323,333

 

Unrealized (gains) losses on derivatives, net

 

 

6,609,475

 

 

 

(2,097,900

)

Depreciation expense

 

 

8,965

 

 

 

23,867

 

Provision for credit losses (1)

 

 

9,807,134

 

 

 

(867,000

)

Reversal of gain on sale of real estate assets (2)

 

 

(3,017,410

)

 

 

-

 

Amortization of deferred financing costs

 

 

1,461,472

 

 

 

1,653,805

 

Restricted unit compensation expense

 

 

2,118,179

 

 

 

1,891,633

 

Deferred income taxes

 

 

812,685

 

 

 

2,435

 

Redeemable Preferred Unit distributions and accretion

 

 

(3,916,050

)

 

 

(2,991,671

)

Tier 2 income allocable to the General Partner (3)

 

 

(89,159

)

 

 

(309,858

)

Recovery of prior credit loss (4)

 

 

40,073

 

 

 

(69,000

)

Bond premium, discount and acquisition fee amortization, net
   of cash received

 

 

374,557

 

 

 

1,247,066

 

(Earnings) losses from investments in unconsolidated entities

 

 

12,517,130

 

 

 

2,140,694

 

Total CAD

 

$

19,113,306

 

 

$

21,947,404

 

 

 

 

 

 

 

 

Weighted average number of BUCs outstanding, basic

 

 

23,179,521

 

 

 

23,071,141

 

Net income (loss) per BUC, basic

 

$

(0.52

)

 

$

0.76

 

Total CAD per BUC, basic

 

$

0.82

 

 

$

0.95

 

Cash Distributions declared, per BUC

 

$

1.22

 

 

$

1.478

 

BUCs Distributions declared, per BUC (5)

 

$

-

 

 

$

0.07

 

 

(1)
The adjustments reflect the change in allowances for credit losses under the CECL standard which requires the Partnership to update estimates of expected credit losses for its investment portfolio at each reporting date. Credit losses are not reported within CAD until such losses are realized. The provision for credit loss includes asset-specific provisions for credit losses for affordable multifamily investments totaling approximately $10.4 million for the year ended December 31, 2025, respectively. 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.
(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. See the "Results of Operations" in this Item 7 for further detail on the adjustment.
(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. This adjustment represents 25% of Tier 2 income due to the General Partner. Tier 2 income for the year ended December 31, 2025 related to the gain on sale of Vantage at Helotes and the premium received upon redemption of the Companion at Thornhill Apartments MRB. For the year ended December 31, 2024, Tier 2 income allocable to the General Partner consisted of approximately $310,000 related to the gain on sale of the Arbors at Hickory Ridge MRB in November 2024.

55


 

(4)
The Partnership determined there was a recovery of previously recognized impairment recorded for the Live 929 Apartments Series 2022A MRB prior to the adoption of the CECL standard effective January 1, 2023. The Partnership is accreting the recovery of prior credit loss for this MRB into investment income over the term of the MRB consistent with applicable guidance. 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.
(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.

The reported CAD for the year ended December 31, 2025 includes the impact of immaterial out-of-period adjustments for errors included in the Partnership’s previously reported audited consolidated financial statements for the fiscal years ended December 31, 2022, 2023, and 2024. The correction of immaterial out-of-period errors resulted in a net decrease in CAD of approximately $1.3 million for the year ended December 31, 2025. See Note 2 to the consolidated financial statements in Item 8 for further details.

In connection with the preparation of the Partnership’s consolidated financial statements as of and for the year ended December 31, 2025, the Partnership identified certain immaterial errors in previously issued financial statements for the quarters ended March 31, June 30, and September 30, 2025. The Partnership assessed the aggregate effects and materiality of these errors and concluded the errors were not material to the previously issued quarterly consolidated financial statements. The Partnership will voluntarily revise the quarterly financial statements and the related reconciliations of net income (loss) to CAD for the quarters ended March 31, June 30, and September 30, 2025 that will be included in the Partnerships’ quarterly reports during the year ended December 31, 2026. The following is a summary of the impacts on line items within the reconciliation of net income (loss) to CAD for the quarters ended March 31, June 30, and September 30, 2025:

Decreases in net income (loss) of approximately $924,000, $1.2 million, and $1.1 million for the quarters ended March 31, June 30, and September 30, 2025, respectively; and
Increases in the adjustment for (earnings) losses from investment in unconsolidated entities of approximately $759,000, $721,000, and $612,000 for the quarters ended March 31, June 30, and September 30, 2025, respectively.

The net impact of the above line items on the previously reported quarterly CAD amounts were decreases of approximately $165,000, $462,000, and $505,000 for the quarters ended March 31, June 30, and September 30, 2025, respectively.

Portfolio Information

The following tables summarize occupancy and other information regarding the properties underlying our various investments. 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. 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. The amounts presented below were obtained from records provided by the property owners and their related property management service providers.

 

 

 

 

 

Number
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. Physical occupancy is a point in time measurement while economic occupancy is a measurement over the period presented. Therefore, economic occupancy for a period may exceed the actual occupancy at any point in time.
(3)
A property is considered stabilized once it reaches 90% physical occupancy for 90 days and an achievement of 1.15 times debt service coverage ratio on amortizing debt service for a period after construction completion or completion of the rehabilitation.
(4)
Physical and economic occupancy information is not available for the periods indicated as the related investment was recently acquired or is otherwise unavailable.
(5)
The MRB is defeased and as such, the Partnership does not report property occupancy information.
(6)
Village Point is a skilled nursing property with 120 beds in 92 units. Physical occupancy is based on the daily average of beds occupied during the last month of the period. Economic occupancy is not reported for skilled nursing properties.

57


 

Comparison of the years ended December 31, 2025 and 2024

Physical occupancy as of December 31, 2025 decreased from the same period in 2024 due primarily to occupancy declines at various properties located in Texas - primarily in San Antonio and Houston. These markets have experienced large increases in the supply of available multifamily units in recent periods. Overall higher vacancy levels in these markets are putting pressure on leasing at the properties related to our MRBs. We observed new construction starts in these markets declined sharply starting in late 2023 in San Antonio and mid-2024 in Houston and we expect that occupancy will recover once available units are absorbed and new supply deliveries decline in the near term. The overall physical occupancy for Texas properties as of December 31, 2025 is down approximately 6% from 2024 due to these market factors. The borrowers are still current on MRB debt service. Avistar at Copperfield, Avistar at the Oaks and Avistar on the Boulevard have also experienced declining occupancy due to units being repaired or rebuilt after apartment fires. If there are continuing declines in operating results of the properties such that the borrowers are unable to make contractual principal and interest payments on our MRBs, we may receive forbearance requests or experience MRB defaults. We may choose to provide support to the borrowers through supplemental property loans to prevent such MRB defaults, which will be considered on a case-by-case basis. We will continue to monitor results and discuss property operations with the individual borrowers.

Economic occupancy for the year ended December 31, 2025 decreased from the same period in 2024 due primarily to decreases in rental revenue at various properties in Texas as a result of the declines in physical occupancy noted above. The overall economic occupancy for Texas properties as of December 31, 2025 is lower than December 31, 2024 due to downward pressure on rental rates from high local competition. Some Texas properties are offering concessions to new tenants to increase occupancy, which will cause a temporary decline in economic occupancy. Elsewhere, Willow Run reported a large decline in economic occupancy due to significant bad debts recognized in the first quarter of 2025. Such declines were partially offset by improving economic occupancy at Live 929 Apartments as a result of higher physical occupancy.

Decatur Angle and Bruton Apartments continue to report low physical and economic occupancy, though Decatur Angle occupancy has improved during 2025. The properties are continuing to remove non-paying tenants now that local regulations permit tenant evictions. The removals have resulted in higher than historical bad debt write-offs, declines in physical occupancy, and high repairs and maintenance costs to ready units to be leased to new tenants. Bruton Apartments has also experienced an increase in local crime, which the borrower is actively working to deter. We continue to monitor and discuss property operations with the individual borrowers to assess progress towards resolving performance issues.

Restricted rents at affordable multifamily properties are tied to changes in AMI, which has generally been increasing in the United States as overall wages increased significantly in 2021 through 2024. 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. 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. Accordingly, declines in economic occupancy don’t necessarily result in declines in overall net rental revenues available to pay debt service at the individual properties. We observed a decrease in same-property net rental revenue of 0.7% during the year ended December 31, 2025 as compared to the same period in 2024 due to lower physical occupancy.

58


 

Non-Consolidated Properties - Not Stabilized

The owners of the following residential properties do not meet the definition of a VIE and/or we have evaluated and determined we are not the primary beneficiary of each VIE. 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, 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.

 

 

 

 

 

Number
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-Non Stabilized (3)

 

Residency at the Mayer (4)

 

CA

 

 

79

 

 

 

72

%

 

n/a

 

 

n/a

 

 

n/a

 

MaryAlice Circle Apartments (4)

 

GA

 

 

98

 

 

 

82

%

 

 

81

%

 

 

75

%

 

n/a

 

Woodington Gardens Apartments

 

MD

 

 

197

 

 

 

90

%

 

 

95

%

 

 

91

%

 

 

93

%

The Ivy Apartments

 

SC

 

 

212

 

 

 

85

%

 

 

90

%

 

 

57

%

 

 

70

%

The Park at Sondrio Apartments

 

SC

 

 

271

 

 

 

69

%

 

 

75

%

 

 

63

%

 

 

60

%

The Park at Vietti Apartments

 

SC

 

 

204

 

 

 

79

%

 

 

94

%

 

 

77

%

 

 

72

%

Windsor Shores Apartments

 

SC

 

 

176

 

 

 

78

%

 

 

95

%

 

 

75

%

 

 

78

%

Agape Helotes (4)

 

TX

 

 

288

 

 

 

82

%

 

n/a

 

 

 

82

%

 

n/a

 

Aventine Apartments

 

WA

 

 

68

 

 

 

90

%

 

 

84

%

 

 

89

%

 

 

88

%

The Safford (4)

 

AZ

 

 

200

 

 

 

99

%

 

n/a

 

 

 

69

%

 

n/a

 

40rty on Colony - Series P (4)

 

CA

 

 

40

 

 

 

23

%

 

n/a

 

 

n/a

 

 

n/a

 

Residency at Empire (4)

 

CA

 

 

148

 

 

n/a

 

 

n/a

 

 

n/a

 

 

n/a

 

Residency at the Entrepreneur (4)

 

CA

 

 

200

 

 

n/a

 

 

n/a

 

 

n/a

 

 

n/a

 

Village at Hanford Square (4)

 

CA

 

 

100

 

 

n/a

 

 

n/a

 

 

n/a

 

 

n/a

 

 

 

 

 

 

2,281

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MRB Seniors Housing and Skilled Nursing Properties-Non Stabilized (3)

 

Meadow Valley (4), (5)

 

MI

 

 

164

 

(5)

 

72

%

 

n/a

 

 

n/a

 

 

n/a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GIL Multifamily Properties-Non Stabilized (3)

 

Poppy Grove I (4)

 

CA

 

 

147

 

 

 

97

%

 

n/a

 

 

n/a

 

 

n/a

 

Poppy Grove II (4)

 

CA

 

 

82

 

 

 

99

%

 

n/a

 

 

n/a

 

 

n/a

 

Poppy Grove III (4)

 

CA

 

 

158

 

 

 

99

%

 

n/a

 

 

n/a

 

 

n/a

 

Residency at Sky Village Hollywood (4)

 

CA

 

 

523

 

 

n/a

 

 

n/a

 

 

n/a

 

 

n/a

 

 

 

 

 

 

910

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grand total

 

 

 

 

3,355

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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. Physical occupancy is a point in time measurement while economic occupancy is a measurement over the period presented. Therefore, economic occupancy for a period may exceed the actual occupancy at any point in time.
(3)
The property is not considered stabilized as it has not met the criteria for stabilization. A property is considered stabilized once construction and/or rehabilitation is complete, it reaches 90% physical occupancy for 90 days, and it achieves 1.15 times debt service coverage ratio on amortizing debt service for a certain period.
(4)
Physical and economic occupancy information is not available for the periods indicated as the related investment was under construction, rehabilitation, or was recently acquired.
(5)
Meadow Valley is a seniors housing property with 164 beds in 154 units. Physical occupancy is based on the beds occupied on the last day of the period. Economic occupancy is not reported for skilled nursing properties.

As of December 31, 2025, construction or rehabilitation of the following multifamily MRB properties is complete: Residency at the Mayer, Residency at the Entrepreneur, Residency at the Empire, 40rty on Colony, Village at Hanford Square, MaryAlice Circle Apartments, and The Safford. Agape Helotes is continuing its conversion from market-rate units to rent-restricted units after purchase of the property by a non-profit entity in May 2025. Aventine Apartments and Woodington Garden Apartments are under-going in-place rehabilitations and will report occupancy during the rehabilitation period.

As noted elsewhere in this report, The Park at Sondrio Apartments, The Park at Vietti Apartments, Windsor Shores Apartments, and The Ivy Apartments did not meet stabilization requirements under the MRB documents and the Partnership acquired the properties via deed-in-lieu of foreclosure in early 2026.

59


 

As of December 31, 2025, Meadow Valley has completed construction and is in lease-up.

As of December 31, 2025, Poppy Grove I, Poppy Grove II, and Poppy Grove III have substantially completed construction and are nearly fully leased. The permanent conversion process to Freddie Mac’s forward TEL commitment is being finalized. Residency at Sky Village Hollywood is a new construction property that is in the pre-development phase.

JV Equity Investments

We are a noncontrolling equity investor in various unconsolidated entities formed for the purpose of constructing market-rate, multifamily real estate properties. The Partnership determined the JV Equity Investments are VIEs but that the Partnership is not the primary beneficiary. As a result, the Partnership does not report the assets, liabilities and results of operations of these properties on a consolidated basis. The one exception is Vantage at San Marcos, for which the Partnership is deemed the primary beneficiary and reports the entity's assets and liabilities on a consolidated basis. Our JV Equity Investments entitle us to shares of certain cash flows generated by the entities from operations and upon the occurrence of certain capital transactions, such as a refinance or sale. The amounts presented below were obtained from records provided by the property management service providers.

 

 

 

 

 

 

 

 

 

Physical Occupancy (1)
as of December 31,

 

 

 

 

 

 

 

Property Name

 

State

 

Construction Completion Date

 

Planned Number of Units

 

 

2025

 

 

2024

 

 

Revenue for the three months ended December 31, 2025 (2)

 

 

Sale Date

 

Per-unit
Sale Price

 

Most Recent Property Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vantage at Stone Creek

 

NE

 

April 2020

 

n/a

 

 

n/a

 

 

n/a

 

 

n/a

 

 

January 2023

 

 

196,000

 

Vantage at Coventry

 

NE

 

February 2021

 

n/a

 

 

n/a

 

 

n/a

 

 

n/a

 

 

January 2023

 

 

180,000

 

Vantage at Conroe

 

TX

 

January 2021

 

n/a

 

 

n/a

 

 

n/a

 

 

n/a

 

 

June 2023

 

 

174,000

 

Vantage at Tomball

 

TX

 

April 2022

 

n/a

 

 

n/a

 

 

n/a

 

 

n/a

 

 

January 2025

 

 

148,000

 

Vantage at Helotes

 

TX

 

November 2022

 

n/a

 

 

n/a

 

 

n/a

 

 

n/a

 

 

May 2025

 

 

170,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vantage at Fair Oaks

 

TX

 

May 2023

 

 

288

 

 

 

89

%

 

 

86

%

 

$

1,146,632

 

 

n/a

 

n/a

 

Vantage at Hutto

 

TX

 

December 2023

 

 

288

 

 

 

90

%

 

 

91

%

 

 

1,104,566

 

 

n/a

 

n/a

 

Vantage at McKinney Falls

 

TX

 

July 2024

 

 

288

 

 

 

85

%

 

 

58

%

 

 

1,010,642

 

 

n/a

 

n/a

 

Vantage at Loveland

 

CO

 

October 2024

 

 

288

 

 

 

90

%

 

 

42

%

 

 

1,365,225

 

 

n/a

 

n/a

 

Freestone Cresta Bella

 

TX

 

November 2024

 

 

296

 

 

 

66

%

 

 

10

%

 

 

996,371

 

 

n/a

 

n/a

 

Valage Senior Living Carson Valley

 

NV

 

April 2025

 

 

102

 

 (3)

 

73

%

 

n/a

 

 

 

1,586,868

 

 

n/a

 

n/a

 

Freestone Greenville

 

TX

 

September 2025

 

 

300

 

 

 

25

%

 

n/a

 

 

 

254,303

 

 

n/a

 

n/a

 

The Jessam at Hays Farm

 

AL

 

December 2025

 

 

318

 

 

 

10

%

 

n/a

 

 

 

95,734

 

 

n/a

 

n/a

 

Freestone Ladera

 

TX

 

December 2025

 

 

288

 

 

 

7

%

 

n/a

 

 

 

36,558

 

 

n/a

 

n/a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Properties in Planning

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vantage at San Marcos (4)

 

TX

 

n/a

 

 

288

 

 

n/a

 

 

n/a

 

 

n/a

 

 

n/a

 

n/a

 

Freestone Greeley

 

CO

 

n/a

 

 

296

 

 

n/a

 

 

n/a

 

 

n/a

 

 

n/a

 

n/a

 

Valage Senior Living Mt. Rose

 

NV

 

n/a

 

 

122

 

 

n/a

 

 

n/a

 

 

n/a

 

 

n/a

 

n/a

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,162

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
Physical occupancy is defined as the total number of units occupied divided by total units at the date of measurement.
(2)
Revenue is attributable to the property underlying the Partnership's equity investment and is not included in the Partnership's income.
(3)
Valage Senior Living Carson Valley is a seniors housing property with 102 beds in 88 units.
(4)
The property is reported as a consolidated VIE as of December 31, 2025 (see Note 3 to the Partnership's consolidated financial statements).

Nine properties have completed construction and are leasing. Three investments are still in the planning phase and have not commenced construction. We regularly discuss operations and lease-up progress with the respectively managing members and property management service providers. Once occupancy is stabilized above 90%, the managing member will likely evaluate options for the sale of the property.

Affordable Multifamily Investments Segment

The Partnership’s primary purpose is to acquire and hold as investments a portfolio of MRBs which have been issued to provide construction and/or permanent financing for residential properties and commercial properties in their market area. We have also invested in taxable MRBs, GILs, taxable GILs and property loans which are included within this segment. We also report the Partnership’s

60


 

proportionate share of earnings from our Construction Lending JV within this segment. The first capital call and investment for the Construction Lending JV occurred in April 2025. All “General and administrative expenses” on our consolidated statements of operations are reported within this segment.

Our MRBs, taxable MRBs, GILs, taxable GILs and certain property loans are secured by a mortgage or deed of trust. Property loans related to multifamily properties are also included in this segment and may or may not be secured by a mortgage or deed of trust.

The following table compares operating results for the Affordable Multifamily Investments segment for the periods indicated (dollar amounts in thousands):

 

 

 

For the Years Ended December 31,

 

 

 

 

2025

 

 

2024

 

 

$ Change

 

 

% Change

 

 

Affordable Multifamily Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

80,173

 

 

$

82,593

 

 

$

(2,420

)

 

 

-2.9

%

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for credit losses

 

 

9,804

 

 

 

(1,254

)

 

 

11,058

 

 

 

-881.8

%

 

Depreciation expense

 

 

9

 

 

 

24

 

 

 

(15

)

 

 

-62.5

%

 

Interest expense

 

 

48,675

 

 

 

54,567

 

 

 

(5,892

)

 

 

-10.8

%

 

Net result from derivative transactions

 

 

2,986

 

 

 

(7,202

)

 

 

10,188

 

 

 

-141.5

%

 

General and administrative expenses

 

 

18,978

 

 

 

19,653

 

 

 

(675

)

 

 

-3.4

%

 

Total expenses

 

 

80,452

 

 

 

65,788

 

 

 

14,664

 

 

 

22.3

%

 

Other income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of mortgage revenue bonds

 

 

-

 

 

 

2,220

 

 

 

(2,220

)

 

N/A

 

 

Earnings (losses) from investments in unconsolidated entities

 

 

(30

)

 

 

-

 

 

 

(30

)

 

N/A

 

 

Segment net income (loss)

 

$

(309

)

 

$

19,025

 

 

$

(19,334

)

 

 

-101.6

%

 

 

Comparison of the years ended December 31, 2025 and 2024

Total revenues decreased in 2025 as compared to 2024 due primarily to:

An increase of approximately $8.0 million in interest income from recent MRB advances, offset by a decrease of approximately $5.0 million in interest income due to MRB redemptions and principal repayments;
A decrease of approximately $10.1 million in interest income due to recent GIL redemptions, offset by an increase of approximately $3.0 million in interest income from recent GIL investments and higher average interest rates;
An increase of approximately $2.1 million in other interest income from higher average property loan, taxable MRB and taxable GIL investment balances;
An increase of approximately $1.2 million in other income related to greater non-refundable fees for the extension of various MRB and GIL maturity dates;
An increase of approximately $208,000 in contingent interest income related to a premium received upon redemption of the Companion at Thornhill Apartments MRB in June 2025;
A decrease of approximately $1.6 million in interest income due to lower interest rates and accretion on certain MRBs and a GIL; and
A decrease of approximately $813,000 in other interest income due to less interest earned on cash balances.

The provision for credit losses for the year ended December 31, 2025 includes asset-specific allowances of approximately $1.7 million related to the Opportunity South Carolina property loan and approximately $8.7 million related to The Park at Sondrio MRB and taxable MRB, The Park at Vietti MRB and taxable MRB, and the Windsor Shores Apartments MRB and taxable MRB. These asset-specific provisions were partially offset by a decline in our general allowance for credit losses primarily due to GIL and property loan redemptions and 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.

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. 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.

Depreciation expense for the years ended December 31, 2025 and 2024 related to furniture and equipment owned by the Partnership.

Total interest expense decreased for 2025 as compared to the same period in 2024 due primarily to:

A decrease of approximately $5.1 million due to lower average interest rates on debt financing; and
A decrease of approximately $145,000 in amortization of deferred financing costs.

Net result from derivative transactions consists of realized and unrealized gains (losses) from our derivative financial instruments. Realized (gains) losses represent receipts or payments related to our interest rate swaps during the period. Unrealized (gains) losses are generally a result of changes in current and forward interest rates during the period. Increasing interest rates generally result in unrealized gains while decreasing interest rates generally result in unrealized losses. The following table summarizes the components of this line item for the years ended December 31, 2025 and 2024 (dollar amounts in thousands):

 

 

For the Years Ended December 31,

 

 

2025

 

 

2024

 

 

Realized (gains) losses on derivatives, net

 

$

(2,645

)

 

$

(5,816

)

 

Unrealized (gains) losses on derivatives, net

 

 

5,631

 

 

 

(1,386

)

 

Net result from derivative transactions

 

$

2,986

 

 

$

(7,202

)

 

Realized gains on derivatives, net, decreased during the year ended December 31, 2025 as compared to the same period in 2024 due to generally decreasing spot interest rates during 2024 and 2025. 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. 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.

The decrease in general and administrative expenses for the year ended December 31, 2025 as compared to the same period in 2024 was primarily due to decreases of approximately $405,000 in professional and consulting fees and approximately $275,000 in employee compensation and benefits.

There was no gain on sale of mortgage revenue bonds for the year ended December 31, 2025. 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.

Earnings (losses) from investments in unconsolidated entities represent our proportionate share of net loss of the Construction Lending JV for the period. The Construction Lending JV began activities in April 2025.

62


 

The following table summarizes the segment’s net interest income, average principal balances, and related yields earned on interest-earning assets and incurred on interest-bearing liabilities, as well as other income included in total revenues for the periods indicated. The average balances are based primarily on monthly averages during the respective periods. All dollar amounts are in thousands.

 

 

 

For the Years Ended December 31,

 

 

2025

 

 

2024

 

 

 

 

Average
Principal Balance

 

 

Interest
Income/
Expense

 

 

Average
Rates
Earned/
Paid

 

 

Average
Principal Balance

 

 

Interest
Income/
Expense

 

 

Average
Rates
Earned/
Paid

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage revenue bonds

 

$

929,690

 

 

$

57,431

 

 

 

6.2

%

 

$

893,122

 

 

$

55,683

 

 

 

6.2

%

 (1)

Governmental issuer loans

 

 

139,543

 

 

 

9,754

 

 

 

7.0

%

 

 

213,186

 

 

 

17,183

 

 

 

8.1

%

 

Property loans

 

 

46,225

 

 

 

3,221

 

 

 

7.0

%

 

 

63,510

 

 

 

4,710

 

 

 

7.4

%

 

Other investments

 

 

71,458

 

 

 

5,342

 

 

 

7.5

%

 

 

26,350

 

 

 

1,879

 

 

 

7.1

%

 

Total interest-earning assets

 

$

1,186,916

 

 

$

75,748

 

 

 

6.4

%

 

$

1,196,168

 

 

$

79,455

 

 

 

6.6

%

 

Contingent interest income

 

 

 

 

 

208

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

Other income

 

 

 

 

 

1,958

 

 

 

 

 

 

 

 

 

785

 

 

 

 

 

Non-investment income

 

 

 

 

 

2,259

 

 

 

 

 

 

 

 

 

2,527

 

 

 

 

 

Total revenues

 

 

 

 

$

80,173

 

 

 

 

 

 

 

 

$

82,767

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lines of credit

 

$

7,970

 

 

$

473

 

 

 

5.9

%

 

$

7,820

 

 

$

632

 

 

 

8.1

%

 

Fixed TEBS Financing

 

 

230,133

 

 

 

9,233

 

 

 

4.0

%

 

 

238,169

 

 

 

9,538

 

 

 

4.0

%

 

Fixed TEBS Residual Financing

 

 

49,440

 

 

 

3,551

 

 

 

7.2

%

 

 

59,232

 

 

 

4,231

 

 

 

7.1

%

 

Variable TEBS Financing

 

 

-

 

 

 

-

 

 

N/A

 

 

 

50,858

 

 

 

2,851

 

 

 

5.6

%

 

Fixed 2024 PFA Securitization Transaction

 

 

65,117

 

 

 

3,223

 

 

 

4.9

%

 

 

11,578

 

 

 

617

 

 

 

5.3

%

 

Fixed term TOB trust financing

 

 

-

 

 

 

-

 

 

N/A

 

 

 

9,772

 

 

 

485

 

 

 

5.0

%

 

Variable TOB trust financing

 

 

642,209

 

 

 

30,969

 

 

 

4.8

%

 

 

623,539

 

 

 

34,838

 

 

 

5.6

%

 

Realized gains on interest rate swaps, net

 

N/A

 

 

 

(2,645

)

 

N/A

 

 

N/A

 

 

 

(5,831

)

 

N/A

 

 

Total interest-bearing liabilities

 

$

994,869

 

 

$

44,804

 

 

 

4.5

%

 

$

1,000,968

 

 

$

47,361

 

 

 

4.7

%

 

Net interest spread (2)

 

 

 

 

$

30,944

 

 

 

2.6

%

 

 

 

 

$

32,094

 

 

 

2.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense on interest-bearing
        liabilities excluding realized gains on
        derivatives, net

 

 

 

 

 

47,449

 

 

 

 

 

 

 

 

 

53,192

 

 

 

 

 

Amortization of deferred finance costs

 

 

 

 

 

1,226

 

 

 

 

 

 

 

 

 

1,375

 

 

 

 

 

Total interest expense

 

 

 

 

$

48,675

 

 

 

 

 

 

 

 

$

54,567

 

 

 

 

 

 

(1)
Interest income includes $1.1 million of discount accretion on the Southpark MRB upon redemption at par in the third quarter of 2024. Excluding this item, the average interest rate was 6.1%.
(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. All dollar amounts are in thousands.

 

 

 

For the Years Ended December 31, 2025 vs. 2024

 

 

 

 

Total
Change

 

 

Average
Volume
$ Change

 

 

Average
Rate
$ Change

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

Mortgage revenue bonds

 

$

1,748

 

 

$

2,280

 

 

$

(532

)

 (1)

Governmental issuer loans

 

 

(7,429

)

 

 

(5,936

)

 

 

(1,493

)

 

Property loans

 

 

(1,489

)

 

 

(1,282

)

 

 

(207

)

 

Other investments

 

 

3,463

 

 

 

3,217

 

 

 

246

 

 

Total interest-earning assets

 

$

(3,707

)

 

$

(1,721

)

 

$

(1,986

)

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

Lines of credit

 

$

(159

)

 

$

12

 

 

$

(171

)

 

Fixed TEBS Financing

 

 

(305

)

 

 

(305

)

 

 

-

 

 

Fixed TEBS Residual Financing

 

 

(680

)

 

 

(680

)

 

 

-

 

 

Variable TEBS Financing

 

 

(2,851

)

 

 

(2,851

)

 

 

-

 

 

Fixed 2024 PFA Securitization Transaction

 

 

2,606

 

 

 

2,606

 

 

 

-

 

 

Fixed term TOB trust financing

 

 

(485

)

 

 

(485

)

 

 

-

 

 

Variable TOB trust financing

 

 

(3,869

)

 

 

1,043

 

 

 

(4,912

)

 

Realized gains on interest rate swaps, net

 

 

3,186

 

 

N/A

 

 

 

3,186

 

 

Total interest-bearing liabilities

 

$

(2,557

)

 

$

(660

)

 

$

(1,897

)

 

Net interest spread change

 

$

(1,150

)

 

$

(1,061

)

 

$

(89

)

 

 

(1)
The average change attributable to rate includes $1.1 million of discount accretion on the Southpark MRB upon redemption at par in the third quarter of 2024.

Operational matters

See the section in this Item 7 titled “Portfolio Information” for discussion of physical and economic occupancy results and trends for our MRB and GIL investments.

The multifamily properties securing our MRBs were all current on contractual debt service payments on our MRBs as of December 31, 2025. However, as noted in previous quarters, the properties related to The Park at Sondrio Apartments MRB, The Park at Vietti Apartments MRB , and the Windsor Shores Apartments MRB have failed to meet the originally underwritten levels and collateral values are less than originally expected. We have recorded asset-specific provisions for credit losses for affordable multifamily investments totaling approximately $10.4 million for the year ended December 31, 2025. The provisions for credit losses related to The Park at Sondrio Apartments, The Park at Vietti Apartments, and the Windsor Shores Apartments MRBs and taxable MRBs totaling approximately $8.7 million, plus an asset-specific provision for credit loss of approximately $1.7 million for funds loaned to Opportunity South Carolina as property support loans for The Park at Sondrio Apartments and The Park at Vietti Apartments MRB properties. In January 2026 and February 2026, the three respective borrowers failed to meet the stabilization criteria in the MRB documents and we chose to acquire the three properties via deed in lieu of foreclosure. In addition, in February 2026, the borrower for The Ivy Apartments MRB also failed to meet the stabilization criteria in the MRB documents and we elected to acquire the property via deed in lieu of foreclosure as well. We believe acquiring and actively managing the properties, with the assistance of a well-regarded third-party property management company, will maximize the value to the Partnership. Each property has a minority member that is a non-profit entity, which will allow us to pursue a regulatory agreement to continue operating the properties subject to rental restrictions in exchange for an abatement of real estate taxes. These four properties will be consolidated in the Partnership’s consolidated financial statements beginning in the first quarter of 2026 and will be reported within the MF Properties segment.

Our sole student housing property securing an MRB, Live 929 Apartments, was 92% occupied as of December 31, 2025, and is current on MRB debt service. Property occupancy and rental rates are consistent with the prior year. The property leases exclusively to students, personnel and other tenants associated with the nearby Johns Hopkins University medical campus. The property is expected to pay all operating expenses and debt service from operating cash flows for the 2025-2026 academic year and has begun pre-leasing for the Fall 2026 term.

Construction is complete for the affordable multifamily properties underlying the Poppy Grove I, Poppy Grove II, and Poppy Grove III GILs and taxable GILs and the properties have commenced leasing operations as of December 31, 2025. All GILs and taxable GILs for these investments are scheduled to redeem in the first and second quarter of 2026. Freddie Mac, through a servicer, has forward

64


 

committed to purchase each GIL at maturity at par if the property has reached stabilization and other conditions are met. We expect such commitments to be exercised in the first and second quarters of 2026 with proceeds, in addition to LIHTC equity contributions, sufficient to repay the outstanding balances on our GIL and taxable GIL investments. The Residency at Sky Village Hollywood property is in the pre-development phase.

We own various MRBs and taxable MRBs that finance the construction or rehabilitation of affordable multifamily properties. We regularly monitor construction progress at the underlying properties and have noted no material cost overruns or supply chain disruptions for either construction materials or labor. Borrowers for all such MRBs are current on debt service as of December 31, 2025. In many instances, we have developer completion guaranties as well as capital contributed by LIHTC equity investors that will only receive their tax credits upon completion and stabilization of the projects, which create a strong disincentive to default.

Seniors and Skilled Nursing Investments Segment

The Seniors and Skilled Nursing Investments segment provides acquisition, construction and permanent financing for seniors housing and skilled nursing properties and a property loan associated with a master lease of essential healthcare support buildings. Seniors housing consists of a combination of independent living, assisted living and memory care units.

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. 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. 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. The loan is subordinate to the senior debt of the borrower and secured by a first priority security interest in master lease payments guaranteed by an investment grade healthcare system.

The following table compares the operating results for the Seniors and Skilled Nursing Investments segment for the periods indicated (dollar amounts in thousands):

 

 

 

For the Years Ended December 31,

 

 

 

2025

 

 

2024

 

 

$ Change

 

 

% Change

 

Seniors and Skilled Nursing Investments

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

5,076

 

 

$

3,836

 

 

$

1,240

 

 

 

32.3

%

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Provision for credit losses

 

 

3

 

 

 

218

 

 

 

(215

)

 

 

-98.6

%

Interest expense

 

 

2,719

 

 

 

2,465

 

 

 

254

 

 

 

10.3

%

Net result from derivative transactions

 

 

660

 

 

 

(1,293

)

 

 

1,953

 

 

 

-151.0

%

Total expenses

 

 

3,382

 

 

 

1,390

 

 

 

1,992

 

 

 

143.3

%

Segment net income

 

$

1,694

 

 

$

2,446

 

 

$

(752

)

 

 

-30.7

%

Comparison of the years ended December 31, 2025 and 2024

Total revenues increased for the year ended December 31, 2025 as compared to the same period in 2024 due to higher average principal balances of approximately $13.7 million.

The provision for credit losses for the year ended December 31, 2025 was minimal. The provision for credit losses for the year ended December 31, 2024 related to the initial allowance for credit loss for a new property loan investment during 2024.

Interest expense increased for the year ended December 31, 2025 as compared to the same period in 2024 primarily due to:

An increase of approximately $648,000 due to an increase in the average outstanding principal of our debt financing instruments of approximately $11.7 million; and
A decrease of approximately $376,000 due to lower average interest rates on debt financing.

The net result from derivative transactions consists of realized and unrealized (gains) losses from our derivative financial instruments. Realized (gains) losses represent receipts or payments related to our interest rate swaps during the period. Unrealized (gains) losses are generally a result of changes in current and forward interest rates during the period. Increasing interest rates generally result in unrealized gains while decreasing interest rates generally result in unrealized losses. The following table summarizes the components of this line item for the years ended December 31, 2025 and 2024 (dollar amounts in thousands):

65


 

 

 

For the Years Ended December 31,

 

 

2025

 

 

2024

 

 

Realized (gains) losses on derivatives, net

 

$

(318

)

 

$

(581

)

 

Unrealized (gains) losses on derivatives, net

 

 

978

 

 

 

(712

)

 

Net result from derivative transactions

 

$

660

 

 

$

(1,293

)

 

Realized gains on derivatives, net, decreased during the year ended December 31, 2025 as compared to the same period in 2024 due to generally decreasing spot interest rates during 2024 and 2025. Unrealized losses on derivatives, net, were approximately $978,000 for the year ended December 31, 2025, compared to unrealized gains of approximately $712,000 for the year ended December 31, 2024, resulting in increased losses of approximately $1.7 million between the two periods. 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.

Market-Rate Joint Venture Investments Segment

The Market-Rate Joint Venture Investments segment consists of our noncontrolling joint venture equity investments in market-rate multifamily properties, also referred to as our investments in unconsolidated entities or JV Equity Investments. Our JV Equity Investments are passive in nature. Operational oversight of each property is controlled by our respective joint venture partners according to each respective entity’s operating agreement. Five of the properties are managed by a property management company affiliated with our joint venture partners. Decisions on when to sell an individual property are made by our respective joint venture partners based on their views of the local market conditions and current leasing trends.

As noted in the “Executive Summary” section in this Item 7, because of the challenges in the market rate multifamily markets, we will be implementing a strategy to reduce our capital allocation to market rate multifamily JV Equity Investments going forward. We and the respective managing members will manage the remaining portfolio of market rate multifamily investments to maximize sales prices and returns to the extent possible, with our return of capital from the sale of these investments to be redeployed into primarily MRB investments.

We account for all our JV Equity Investments using the equity method and recognize our preferred returns during the hold period. Specifically for our Vantage JV Equity Investments, an affiliate of our Vantage joint venture partner provides a guaranty of our preferred returns for Vantage Properties through a date approximately five years after commencement of construction. 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. As a result, we may experience significant income recognition in those quarters when a property is sold and our equity investment is redeemed.

The following table compares operating results for the Market-Rate Joint Venture Investments segment for the periods indicated (dollar amounts in thousands):

 

 

For the Years Ended December 31,

 

 

 

 

2025

 

 

2024

 

 

$ Change

 

 

% Change

 

 

Market-Rate Joint Venture Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

41

 

 

$

4,669

 

 

$

(4,628

)

 

 

-99.1

%

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(1,002

)

 

 

3,000

 

 

 

(4,002

)

 

 

-133.4

%

 

Other income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of investments in unconsolidated entities

 

 

186

 

 

 

118

 

 

 

68

 

 

 

57.6

%

 

Earnings (losses) from investments in unconsolidated entities

 

 

(12,517

)

 

 

(2,141

)

 

 

(10,376

)

 

 

484.6

%

 

Segment net income

 

$

(11,288

)

 

$

(354

)

 

$

(10,934

)

 

 

3088.7

%

 

 

66


 

Comparison of the years ended December 31, 2025 and 2024

The decrease in total revenues for the year ended December 31, 2025 as compared to the same period in 2024 was primarily due to the following:

An increase of approximately $2.2 million in investment income related to preferred return recognized upon the sale of Vantage at Tomball in January 2025 and Vantage at Helotes in May 2025;
An increase of approximately $1.9 million in investment income due to a preferred return distribution from Vantage at Loveland in March 2025;
A decrease of approximately $3.5 million in investment income due to lower earned preferred return on current investments during 2025 in comparison to 2024; and
A decrease of approximately $5.2 million in investment income due to a cumulative out-of-period adjustment (see Note 2 to the consolidated financial statements for further details).

Interest expense for the years ended December 31, 2025 and 2024 is related to our General LOC that is primarily secured by our JV Equity Investments. The decrease in interest expense is primarily due approximately $4.4 million of capitalized interest associated with JV Equity Investments under development, of which approximately $3.4 million is a cumulative out-of-period adjustment (see Note 2 to the consolidated financial statements for further details).

The gain on sale for the year ended December 31, 2025 related to the sale of Vantage at Helotes in May 2025 for a gain of approximately $149,000 and final settlement of the Vantage at O'Connor and Vantage at Coventry sales that occurred in July 2022 and January 2023, respectively. 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 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. The increase in losses for the year ended December 31, 2025 as compared to the same period in 2024 is primarily due to non-capitalized interest and depreciation expense at Valage Senior Living Carson Valley, The Jessam at Hays Farm, Freestone Greenville, Freestone Cresta Bella, and Freestone Ladera as the properties have begun operations.

Strategic Matters

As noted in the “Executive Summary” section of this Item 7, we are implementing our strategy to reduce our capital allocation to market rate multifamily JV Equity Investments. We and the respective managing members are managing the remaining portfolio of market rate multifamily investments to maximize sales prices and returns to the extent possible, with our return of capital from the sale of these investments to be redeployed into primarily tax-exempt MRB investments.

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 joint venture equity investment opportunities in the seniors housing segment, though in lower volume than our historical capital allocation to market rate multifamily investments. We have seen strong lease-up at Valage Senior Living Carson Valley with the property approaching 80% leased on a combined basis with the assisted living component at 100% leased as of December 31, 2025. In December 2025, we closed on a new market rate seniors housing JV Equity Investment for Valage Mt. Rose in Reno, NV. This is our second seniors housing investment with the Valage Development group.

Current market dynamics related to our JV Equity Investments are challenging. The San Antonio, TX, Austin, TX, and Huntsville, AL markets experienced record new multifamily unit supply in recent years, peaking in 2024. Rental rates and occupancy have declined as these markets absorb new units, which is putting downward pressure on rents, leasing velocity, and net operating income for these properties. We expect rental rates and occupancy to remain under pressure in early 2026, but expect this trend to reverse later in 2026 or early 2027 due to very limited new construction starts in late 2024 and 2025.

67


 

Sales Activity

The leasing market pressures noted in the “Executive Summary” section of this Item 7 and further discussed below have made it more difficult for the respective managing members of our stabilized JV Equity Investments to sell stabilized properties, resulting in longer than expected investment holding periods and lower sales prices than in 2022 and 2023. In addition, less available and more expensive debt capital has had pronounced effects on capital markets, making property acquisitions by potential buyers harder to finance. Accordingly, we have observed increasing capitalization rates in recent periods resulting in lower property valuations than the sales prices that were achieved for prior investments sold in 2022 and 2023. Historically, the majority of our income from our JV Equity Investments is recognized at the time of sale and is dependent on the sales prices of the related properties. There were no JV Equity Investment property sales in 2024 and we have recognized significantly less investment income and gains on sale of JV Equity Investments in 2025 as compared to 2022 and 2023. After the current peak in new supply peaks, we expect net rents and occupancy to increase, capitalization rates to decline, and property valuations to increase. Such a recovery is subject to various macroeconomic and local market conditions.

Recently, the Vantage at Loveland property located in Loveland, CO was publicly listed for sale at the direction of the property-owning entity’s managing member. Consistent with past Vantage property sales, the managing member controls the listing and sales process under the terms of the property-owning entity’s operating agreement, with the Partnership being entitled to certain net proceeds upon the successful completion of the sale of the property.

Two of our JV Equity Investment properties were sold in 2025 by the respective managing members. In January 2025, the managing member of Vantage at Tomball sold the property to a third-party. We received gross proceeds of approximately $14.2 million upon sale, inclusive of the return of our capital contributions and accrued preferred return. We did not recognize any gain or loss on the transaction in the first quarter. The return for Vantage at Tomball was lower than past JV Equity Investments due to rising insurance costs in the Houston metropolitan area as well as the higher interest rate environment in recent years.

In May 2025, the managing member of Vantage at Helotes sold the property to a non-profit entity that financed its purchase by issuing tax-exempt and taxable bonds. We received gross proceeds of approximately $17.1 million, inclusive of the return of our capital contributions and accrued preferred return. We recognized investment income of approximately $1.8 million and a gain on sale of approximately $163,000 in the second quarter of 2025, before settlement of final proceeds and expenses. The Partnership purchased two tax-exempt MRBs for approximately $12.8 million issued by the non-profit purchaser to finance the purchase of the property.

The managing members of Vantage at Hutto and Vantage at Fair Oaks each previously listed the properties for sale. However, neither sale has closed and the listings have been withdrawn due to recent uncertain multifamily market dynamics in Texas.

Property Operations & Construction

The “Portfolio Information” section in this Item 7 contains various occupancy and other operational information relating to the JV Equity Investments. Of our 12 current JV Equity Investments (inclusive of Vantage at San Marcos), 9 have completed construction and 3 are in the planning stage.

As of December 31, 2025, there were no JV Equity Investments that were under construction. In 2024, we contributed additional equity of $1.0 million to Vantage at McKinney Falls to cover cost overages associated with delayed utility connections to the site by the local municipality, the follow-on delays to vertical construction, and incurred additional general conditions costs. Persistently high interest rates in 2023 through 2025 have caused actual interest costs during construction to exceed original budgets at certain properties. We have noted that such properties have utilized construction contingencies and developers have deferred a portion of their developer fee payments. In addition, high levels of new unit supply and declining market rents in certain local markets has prolonged the lease-up phase of certain properties such that operating cash flows are insufficient to pay all construction loan debt service. Under the operating agreements, as additional capital is required, the parties to the JV Equity Investment will mutually agree on how to fund additional capital. From January 2024 through December 2025, we advanced additional net equity totaling $10.1 million across six of our JV Equity Investments above our original equity commitments. In addition, we advanced additional net equity totaling $4.7 million in January and February 2026. The addition equity was primarily used to pay additional interest costs, certain property taxes, and operating shortfalls. We may advance additional equity to certain JV Equity Investments during 2026 though the ultimate amount is uncertain. The amount of such additional funding, if any, will depend on various future developments, including, but not limited to, the pace of development, changes in interest rates, the pace of lease-up, overall operating results of the underlying properties, and opportunities for property sales. We plan to contribute additional funds from unrestricted cash on hand or other currently available liquidity sources. Such additional equity may result in lower overall returns on our JV Equity Investments.

Certain JV Equity Investments may refinance the original construction loans to recognize interest savings or generate proceeds for distributions to members. In March 2025, the managing member of Vantage at Loveland refinanced the construction loan resulting

68


 

in additional loan proceeds, of which approximately $7.9 million were distributed to the Partnership, resulting in approximately $2.2 million of investment income in the first quarter of 2025. In June 2025, the managing member of Freestone Greenville refinanced the construction loan at the property and distributed approximately $1.8 million to the Partnership.

MF Properties Segment

As of December 31, 2025, the Partnership did not own any MF Properties. The Partnership previously owned the Suites on Paseo MF Property until the property was sold in December 2023 and there is no continuing involvement with the property. The Partnership previously sold The 50/50 MF Property to an unrelated non-profit organization in December 2022 in exchange for a seller financing property loan which is included in the MF Properties Segment.

Total revenues for the years ended December 31, 2025 and 2024 of approximately $100,000 and approximately $174,000, respectively, related to interest payments received on The 50/50 property loan. The segment reported a gain on sale of approximately $3.0 million as an out-of-period adjustment for the year ended December 31, 2025 related to The 50/50 MF Property that was sold in 2022. See Note 2 to the consolidated financial statements for further details. There was a gain on sale of real estate assets of approximately $64,000 for the year ended December 31, 2024 related to final purchase price adjustments for the Suites on Paseo MF Property that was sold in December 2023.

There was minimal income tax expense and no other operating results to report for the MF Properties segment for year ended December 31, 2024. The segment reported income tax expense of approximately $828,000 for the year ended December 31, 2025, which included an out-of-period adjustment to deferred income tax expense related to The 50/50 MF Property gain on sale adjustment noted above. The 50/50 MF Property gain on sale has been deferred for income tax purposes as the Greens Holdco is applying the installment sales method.

As noted in the Affordable Multifamily Investments segment section in this Item 7, in January and February 2026, we acquired four MRB properties via deed in lieu of foreclosure – The Park at Sondrio Apartments in Greenville, SC; The Park at Vietti Apartments in Spartanburg, SC; Windsor Shores Apartments in Columbia, SC; and The Ivy Apartments (a/k/a Century Plaza Apartments) in Greenville, SC. Each property is now 99.999% owned by the Partnership via various subsidiaries. Each property has a 0.001% member that is a non-profit entity, which will allow us to pursue a regulatory agreement to continue operating the properties subject to rental restrictions in exchange for an abatement of real estate taxes. The properties will be consolidated in the Partnership’s consolidated financial statements beginning in the first quarter of 2026 and will be reported within the MF Properties segment. We have engaged a third-party property management company to manage the day-to-day operations of each property. We intend to operate the property to maximize the value of our investments, at which time we may look to sell the properties.

Liquidity and Capital Resources

We continually evaluate our potential sources and uses of liquidity, including current and potential future developments related to market interest rates and the general economic and geopolitical environment. The information below is based on our current expectations and projections about future events and financial trends, which could materially differ from actual results. See the discussion of Risk Factors in Item 1A of this Report for further information.

Our short-term liquidity requirements over the next 12 months will be primarily operational expenses, investment commitments (net of leverage secured by the investment assets); debt service (principal and interest payments) related to our debt financings; repayments of our secured lines of credit balances; and distribution payments to Unitholders. We expect to meet these liquidity requirements primarily using cash on hand, operating cash flows from our investments, proceeds from asset redemptions and sales in the normal course of business, and potentially additional debt financing issued in the normal course of business. 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.

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. We expect to meet these liquidity requirements primarily through refinancing of maturing debt financings with the same or similar lenders; contractual principal and interest payments from our investments; and proceeds from asset redemptions and sales in the normal course of business. 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.

Sources of Liquidity

The Partnership’s principal sources of liquidity consist of:

Unrestricted cash on hand;

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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.

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.

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. Investment receipts, net of interest expense on related debt financing and lines of credit, are available for our general use. We also receive distributions from JV Equity Investments if, and when, cash is available for distribution. During 2025, we received distributions totaling approximately $12.6 million from refinancings of the loans and available cash related to Vantage at Loveland, Freestone Greenville, and Valage Senior Living Carson Valley.

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. These underlying properties are subject to risks usually associated with direct investments in multifamily real estate, which include (but are not limited to) reduced occupancy, tenant defaults, falling rental rates, and increasing operating expenses.

Receipt of operating cash from our investments in GILs, taxable GILs, and construction financing and mezzanine property loans is dependent on the availability of funds in the original development budgets. The elevated interest rate environment experienced in recent years continues to result in higher interest costs for properties with variable rate construction financing. We regularly monitor capitalized interest costs in comparison to capitalized interest reserves in the property’s development budget, available construction cost contingencies balances, and the funding of certain equity commitments by the owners of the underlying property. The developers may also make cash payments to pay interest due to avoid claims under their payment and completion guaranties.

Net Operating Cash Flows from MF Properties

Cash flows generated by MF Properties, net of operating expenses and mortgage debt service payments, are unrestricted for use by the Partnership. The MF properties are subject to risks usually associated with direct investments in multifamily real estate, which include (but are not limited to) reduced occupancy, tenant defaults, falling rental rates, and increasing operating expenses.

Secured Lines of Credit

We maintain a General LOC with a commitment of up to $50.0 million to purchase additional investments and to meet general working capital and liquidity requirements. We may borrow, prepay and reborrow amounts at any time through the maturity date, subject to the limitations of a borrowing base. The aggregate available commitment cannot exceed a borrowing base calculation, which is equal to 35% multiplied by the aggregate value of a pool of eligible encumbered assets. Eligible encumbered assets consist of 100% of our equity capital contributions to JV Equity Investments, subject to certain limits and restrictions. The General LOC is secured by first priority security interests in our JV Equity Investments. We have the ability to increase the total maximum commitment by an additional $10.0 million to $60.0 million, subject to the identification of lenders to provide the additional commitment, the payment of certain fees, and other conditions. We will evaluate whether to increase the commitment based on the size of the borrowing base, liquidity needs and costs of such additional commitments. We are subject to various affirmative and negative covenants that, among others, require us to maintain consolidated liquidity of not less than $6.3 million (which will increase up to a maximum of $7.5 million if the maximum available commitment is fully increased to $60.0 million) and maintain a consolidated tangible net worth of not less than $200.0 million. We were in compliance with all covenants as of December 31, 2025. The General LOC was fully drawn with a balance of $50.0 million

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as of December 31, 2025. The General LOC has a maturity date of June 2027, with two one-year extension options, subject to certain terms and conditions.

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. Advances on the Acquisition LOC are generally due on the 270th day following the advance date but may be extended for up to an additional 270 days by making certain payments. Advances made for tax-exempt or taxable loans secured by master lease agreements guaranteed by investment grade tenants are due on the 45th day following such advance. 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. There was a balance of $30.9 million outstanding on the Acquisition LOC and approximately $49.2 million was available as of December 31, 2025. The Acquisition LOC has a maturity date of June 2027, with two one-year extension options, subject to certain terms and conditions.

Proceeds from the Redemption or Sale of Assets

We may, from time to time, experience redemptions of or execute sales of our investments in MRBs, GILs, property loans, JV Equity Investments and MF Properties consistent with our strategic plans. Borrowers on certain of our MRBs, GILs, and property loans have the right to prepay amounts outstanding prior to contractual maturity which would result in the return of our capital, net of repayment of the related leverage.

All GIL and taxable GIL investments have maturity dates within the next 12 months, which are committed to be purchased by Freddie Mac, through a servicer, or repaid by the borrower on or before the maturity date at prices equal to the principal outstanding plus accrued interest. Such proceeds will be primarily used to repay our related debt financing, with residual proceeds available to us for general use. During 2025, five GILs and one related property loan were redeemed at par plus accrued interest. These redemptions resulted in gross principal receipts of approximately $136.8 million, of which $114.3 million was used to repay the related debt financings. We regularly monitor the progress of the underlying properties and the likelihood of redemption upon maturity and currently have no concerns regarding repayment. Borrowers may request extensions of GIL maturity dates which are contingent upon our approval, payment of an extension fee, and obtaining an approval of Freddie Mac to extend the maturity date of the forward purchase commitment.

Our MRB portfolio is marked at a premium to cost, adjusted for paydowns, primarily due to higher stated interest rates when compared to current market interest rates for investments with similar terms. We may consider selling certain MRB investments in exchange for cash at prices that approximate our currently reported fair value. However, we are contractually prevented from selling the MRB investments included in our TEBS Financings.

Our ability to dispose of investment assets on favorable terms is dependent upon several factors including, but not limited to, the number of potential buyers and the availability of credit to such potential buyers to purchase investment assets at prices we consider acceptable. Recent volatility in market interest rates, recent inflation and the potential for an economic recession may negatively impact the potential prices we could realize upon the disposition of our various assets.

Our JV Equity Investments are passive in nature and 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. The completion of sale is dependent on both the identification of a buyer and the negotiation of a price deemed acceptable by the joint venture partner and the Partnership. Once a buyer is selected, the period for negotiation of the sales contract, buyer due diligence, and satisfaction of closing requirements can range from two to six months. We are entitled to proceeds upon the sales of JV Equity Investments in accordance with the terms of the entity operating agreement. In January 2025, Vantage at Tomball was sold by the managing member with gross proceeds to the Partnership totaling approximately $14.2 million. In May 2025, Vantage at Helotes was sold by the managing member with gross proceeds to the Partnership totaling approximately $17.1 million, before consideration of the Partnership’s purchase of a portion of MRBs issued to finance the sale of the property.

Proceeds from Obtaining Additional Debt

We hold certain investments that are not associated with our debt financings or secured lines of credit. We may obtain leverage for these investments by posting the investments as security. As of December 31, 2025, our primary unleveraged assets were certain taxable MRBs with a carrying value totaling approximately $8.9 million.

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Issuances of Debt Securities, BUCs, Series A-1 Preferred Units, or Series B Preferred Units

We may, from time to time, issue additional BUCs, Preferred Units, or debt securities, in one or more offerings, at prices or quantities that are consistent with our strategic goals. In November 2025, the Partnership’s Shelf Registration Statement became effective under which the Partnership may, from time to time, offer and sell BUCs, Preferred Units, or debt securities, in one or more offerings, with a maximum aggregate offering price of $200.0 million. Debt securities issued under the Shelf Registration Statement may be senior or subordinate obligations of the Partnership. The Shelf Registration Statement will expire in November 2028.

Under the terms of our Partnership Agreement, we are authorized to issue Series A-1 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 A-1 Preferred Units, is no less than three times the aggregate book value of all Series A Preferred Units and Series A-1 Preferred Units, inclusive of the amount to be issued. Additionally, we are authorized 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 March 11, 2026, the market capitalization of our BUCs was $173.2 million and the book value of our outstanding Series A-1 Preferred Units and Series B Preferred Units was $55.0 million and $42.5 million, respectively. At these levels, we are not currently authorized to issue additional Series A-1 Preferred Units or Series B Preferred Units, though we may be able to issue such units in the future if there is sufficient increase in market capitalization of our BUCs.

We have one registration statement on Form S-3 covering the offering of Series B Preferred Units that has been declared effective by the SEC. 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.

In 2025, we issued 2,500,000 Series B Preferred Units to two investors gross proceeds of $25.0 million.

We may also designate and issue additional series of preferred units representing limited partnership interests in the Partnership in accordance with the terms of the Partnership Agreement.

Uses of Liquidity

Our principal uses of liquidity consist of:

General and administrative expenses;
Investment funding commitments;
Debt service on debt financings, mortgage payable, and secured lines of credit;
Distributions paid to holders of Preferred Units and BUCs;
Redemptions of Preferred Units; and
Other contractual obligations.

 

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. General and administrative expenses are typically paid from unrestricted cash on hand and operating cash flows.

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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. 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. We may commit to fund additional investments on a draw-down or forward basis. The following table summarizes our outstanding investment commitments as of December 31, 2025:

 

 

 

 

 

 

 

 

 

 

 

 

Projected Funding by Year (1)

 

 

 

Property Name

 

Commitment Date

 

Asset
Maturity Date

 

Total Commitment

 

 

Remaining Commitment
as of December 31, 2025

 

 

2026

 

 

2027

 

 

Interest Rate

 

Related Debt
Financing
(2)

Mortgage Revenue Bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Meadow Valley

 

December 2021

 

December 2029

 

$

44,000,000

 

 

$

750,000

 

 

$

750,000

 

 

$

-

 

 

6.25%

 

Variable TOB

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable Mortgage Revenue Bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residency at Empire Series BB-T

 

December 2022

 

June 2026

 

$

9,404,500

 

 

$

8,404,500

 

 

$

8,404,500

 

 

$

-

 

 

7.45%

 

Variable TOB

Gateway and Yarbrough Predevelopment Project

 

June 2025

 

July 2026

 

 

2,000,000

 

 

 

1,200,000

 

 

 

1,200,000

 

 

 

-

 

 

9.00%

 

N/A

Triangle Square Predevelopment Project

 

July 2025

 

July 2026

 

 

9,300,000

 

 

 

1,200,000

 

 

 

1,200,000

 

 

 

-

 

 

9.00%

 

N/A

Subtotal

 

 

 

 

 

 

20,704,500

 

 

 

10,804,500

 

 

 

10,804,500

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Governmental Issuer Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residency at Sky Village Hollywood

 

December 2025

 

December 2030

 

 

34,000,000

 

 

 

5,000,000

 

 

 

5,000,000

 

 

 

-

 

 

SOFR + 3.20%

(3)

(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sandoval Flats

 

November 2024

 

December 2027 (4)

 

$

29,846,000

 

 

$

28,846,000

 

 

$

19,560,000

 

 

$

9,286,000

 

 

7.48%

 

(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vantage at San Marcos (6), (7)

 

November 2020

 

N/A

 

$

9,914,529

 

 

$

8,943,914

 

 

$

8,943,914

 

 

$

-

 

 

N/A

 

N/A

Freestone Greeley (7)

 

October 2022

 

N/A

 

 

16,035,710

 

 

 

10,562,345

 

 

 

10,562,345

 

 

 

-

 

 

N/A

 

N/A

Valage Senior Living Mt. Rose

 

December 2025

 

N/A

 

 

14,541,973

 

 

 

7,674,193

 

 

 

7,674,193

 

 

 

-

 

 

N/A

 

N/A

Subtotal

 

 

 

 

 

 

40,492,212

 

 

 

27,180,452

 

 

 

27,180,452

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bond Purchase Commitments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kindred Apartments

 

March 2025

 

December 2027 (4)

 

$

21,921,000

 

 

$

21,921,000

 

 

$

-

 

 

$

21,921,000

 

 

6.875%

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Commitments

 

 

 

 

 

$

190,963,712

 

 

$

94,501,952

 

 

$

63,294,952

 

 

$

31,207,000

 

 

 

 

 

 

(1)
Projected fundings by year are based on current estimates and the actual funding schedule may differ materially due to, but not limited to, the pace of construction, adverse weather conditions, delays in governmental approvals or permits, the availability of materials and contractors, and labor disputes.
(2)
We have securitized the indicated assets in TOB trust financing facilities that allow for additional principal proceeds as the remaining investment commitments are funded by us. See Note 13 for further details on debt financing.
(3)
The variable index interest rate component is subject to an all-in floor of 6.95%. The borrower has the option to convert to fixed rate within 210 days of closing equal to the greater of: (a) the 5-year SOFR Swap Rate + 3.40% or (b) 6.95%.
(4)
The borrower may elect to extend the maturity date for up to six months upon meeting certain conditions, which may include payment of a non-refundable extension fee.
(5)
All draws to date on this investment were funded with proceeds from the Acquisition LOC. The Partnership expects to sell the related investment into the Construction Lending JV in the future.
(6)
The property became a consolidated VIE effective during the fourth quarter of 2021.
(7)
A development site has been identified for this property but construction had not commenced as of December 31, 2025. The Partnership’s joint venture partners are evaluating the highest and best use for the development sites as of December 31, 2025, which may include a sale of the land or the commencement of construction. The timing of any funding commitment is uncertain and the Partnership’s remaining funding commitment will be terminated if the land is sold.

We are also committed to fund 10% of the capital for the Construction Lending JV with the remainder to be funded by third-party investors with each party contributing its proportionate capital contributions upon funding of future investments. Our capital will be contributed on a draw-down basis over the term of the underlying investments of the Construction Lending JV. Our maximum remaining capital commitment to the Construction Lending JV is approximately $14.8 million as of January 31, 2026.

In addition, we will consider providing additional financing to borrowers on our debt investments or additional equity to our JV Equity Investments above our original commitments if requested by the borrowers and managing members, respectively, on a case-by-case basis. When considering whether to fund such requests, we will consider various factors including, but not limited to, the economic return on additional investments in the entity, the impact to the Partnership’s credit and investment risk from either funding or withholding funding, and the requesting entity’s other available sources of funding.

During 2025 and through February 2026, we advanced additional capital totaling approximately $8.9 million across four Vantage JV Equity Investments, The Jessam at Hays Farm, and Freestone at Cresta Bella. The additional capital was used to cover development costs overruns, primarily due to higher than anticipated interest costs, and certain operating expenses resulting from longer holding periods. 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

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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 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 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. The senior securities require periodic interest payments that may be fixed or variable, depending on the terms of the arrangement, and scheduled principal payments. We are required to fund any shortfall in principal and interest payable to the senior securities of the TEBS Financings in the case of non-payment, forbearance or default of the borrowers’ contractual debt service payments of the related MRBs, up to the value of our residual interests. In the case of forbearance or default on an underlying investment asset in a term TOB or TOB trust financing, we may be required to fund shortfalls in principal and interest payable to the senior securities, repurchase a portion of the outstanding senior securities, or repurchase the underlying investment asset and seek alternative financing. We anticipate that cash flows from the securitized investment assets will fund normal, recurring principal and interest payments to the senior securities and all trust-related fees.

When possible, we structure the debt financing maturity dates associated with our GIL, taxable GIL, and property loan investments to match the investment maturity dates such that investment redemption proceeds will redeem the outstanding debt financing.

Our debt financing arrangements include various fixed rate and variable rate debt arrangements. Recent increases in short-term interest rates have resulted in increases in the interest costs associated with our variable rate debt financing arrangements. We actively manage our portfolio of fixed rate and variable rate debt financings and our exposure to changes in market interest rates. The following table summarizes our fixed rate and variable rate debt financings as of December 31, 2025 and 2024:

 

 

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Securitized Assets -
Fixed or Variable Interest Rates

 

Related Debt Financing - Fixed or Variable Interest Rates

 

Outstanding
Principal

 

 

% of Total
Debt
Financing

 

 

Outstanding
Principal

 

 

% of Total
Debt
Financing

 

Fixed

 

Fixed

 

$

326,360,968

 

 

 

32.0

%

 

$

363,885,818

 

 

 

33.2

%

Variable (1)

 

Variable (1)

 

 

23,536,000

 

 

 

2.3

%

 

 

152,040,000

 

 

 

13.8

%

Fixed

 

Variable

 

 

216,874,407

 

(3)

 

21.3

%

 

 

17,882,177

 

 

 

1.6

%

Fixed

 

Variable - Hedged (2)

 

 

452,368,593

 

 

 

44.4

%

 

 

564,508,822

 

 

 

51.4

%

Total

 

 

 

$

1,019,139,968

 

 

 

 

 

$

1,098,316,817

 

 

 

 

 

(1)
The securitized assets and related debt financing each have variable interest rates, though the variable rate indices may differ on individual transactions. As such, the Partnership is largely hedged against rising interest rates.
(2)
The variable-rate debt financing is hedged through our interest rate swap agreements. Though the variable rate indices may differ, these interest rate swaps have effectively synthetically fixed the interest rate of the related debt financing. See further discussion of our interest rate hedging activities below.
(3)
Approximately $150.1 million of this amount relates to investment assets with maturity dates on or before May 2026.

 

The interest rate paid on our variable rate debt financings are generally determined by the senior securities remarketing agent as the rate necessary to remarket any senior securities tendered by holders thereof for remarketing that week at a price of par. Interest on the senior securities is either taxable or tax-exempt to the holders based on the structure of the debt financing. The senior securities rate on debt financings structured as tax-exempt to the senior securities holders are typically correlated to tax-exempt municipal short-term securities indices, such as SIFMA. The senior securities rate on debt financings structured as taxable to the senior securities holders are typically correlated to taxable short-term securities indices, such as SOFR.

We have hedged a portion of our overall exposure to changes in market interest rates on our variable rate debt financings through various interest rate swaps. Our interest rate swaps are subject to monthly settlements whereby we pay a stated fixed rate and our counterparty pays a variable rate equal to the compounded SOFR rate for the settlement period. 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. In order to account for the differential between our interest rate swaps which are indexed to SOFR (a taxable rate) and our debt financing rate (which is correlated to short-term tax-exempt municipal securities rates), we assume that, over the term of our debt financing, the tax-exempt senior securities interest rate will approximate 70% of the SOFR rate. This assumption

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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 apply a 70% conversion ratio when determining the notional amount of our interest rate swaps such that, as an example, a $7.0 million notional amount indexed to SOFR is the equivalent to $10.0 million notional amount for tax-exempt debt financing. 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 following table summarizes the average stated SOFR-denominated notional amount by year for our existing interest rate swaps as of December 31, 2025 (before applying our assumed 70% ratio of tax-exempt municipal securities rates to SOFR):

Year

 

Average Notional

 

2026

 

$

305,305,966

 

2027

 

 

222,943,332

 

2028

 

 

165,255,466

 

2029

 

 

128,652,299

 

2030

 

 

28,852,800

 

2031

 

 

21,205,500

 

2032

 

 

18,931,333

 

2033

 

 

15,863,500

 

2034

 

 

11,755,833

 

2035

 

 

9,145,833

 

2036

 

 

9,066,667

 

2037

 

 

8,983,333

 

2038

 

 

8,893,333

 

2039

 

 

8,833,333

 

When we execute a TOB trust financing, we retain a residual interest that is pledged as our initial collateral under the ISDA master agreement with the lender based on the market value of the investment asset(s) at the time of initial closing. If the net aggregate value of our investment assets in TOB trust financings and our interest rate swap agreements decline below a certain threshold, then we are required to post additional collateral with our counterparties. We had approximately $5.2 million of net cash collateral returned to us by Mizuho during the year ended December 31, 2025 due primarily to increases in the value of our fixed interest rate investment assets funded with TOB trusts resulting from generally declining market interest rates. Continuing volatility in market interest rates and potential deterioration of general economic conditions may cause the value of our investment assets to decline and result in the posting of additional collateral in the future. The valuation of our interest rate swaps generally change inversely with the change in valuation of our investment assets, so the change in valuation of our interest rate swaps partially offset the change in value of our investment assets when determining the amount of collateral posting requirements.

The 2024 PFA Securitization Transaction is secured by the cash flows on the senior custodial receipts associated with the 2024 PFA Securitization Bonds. The holders of the Affordable Housing Multifamily Certificates associated with the 2024 PFA Securitization Transaction are entitled to interest at a fixed rate of 4.10% per annum, payable monthly, and all principal payments from the 2024 PFA Securitization Bonds until the stated amount of the Affordable Housing Multifamily Certificates is reduced to zero, which will be no later than September 2039. The Partnership will also pay credit enhancement, servicing, and trustee fees related to the 2024 PFA Securitization Transaction totaling 0.80% per annum. The 2024 PFA Securitization Transaction is non-recourse to the Partnership, does not require mark-to-market collateral posting, and has a term that matches the term of the underlying MRBs.

Our TEBS Residual Financing is secured by the cash flows from the residual certificates of our TEBS Financings and residual custodial receipts associated with the 2024 PFA Securitization Bonds. Interest due on the TEBS Residual Financing is at a fixed rate of 7.125% per annum and will be paid from receipts related to the TEBS Financing residual certificates. Future receipts of principal related to the TEBS Financing residual certificates will be used to pay down the principal of the TEBS Residual Financing. The TEBS Residual Financing is non-recourse financing to the Partnership and is not subject to mark-to-market collateral posting.

Our General LOC and Acquisition LOC require monthly interest payments on outstanding balances and certain quarterly commitment fees. Such obligations are paid primarily from operating cash flows. The Acquisition LOC requires principal payments as previously described in this Item 7. The General LOC does not require principal payments until maturity in June 2027, subject to extension options, so long as the outstanding principal does not exceed the borrowing base calculation.

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The table below summarizes contractual maturities by year for our secured lines of credit, debt financings, and mortgages payable as of December 31, 2025. The reported maturities for each individual debt financing are based on the earlier of contractual payments of the underlying securitized assets or the stated maturity date of the debt financing.

 

 

 

Secured Lines of Credit

 

 

Debt Financing

 

 

Mortgage Payable

 

 

Total

 

2026

 

$

30,850,000

 

 

$

287,225,044

 

 

$

231,679

 

 

$

318,306,723

 

2027

 

 

50,000,000

 

 

 

193,959,408

 

 

 

-

 

 

 

243,959,408

 

2028

 

 

-

 

 

 

226,654,221

 

 

 

-

 

 

 

226,654,221

 

2029

 

 

-

 

 

 

5,609,116

 

 

 

-

 

 

 

5,609,116

 

2030

 

 

-

 

 

 

44,030,059

 

 

 

-

 

 

 

44,030,059

 

Thereafter

 

 

-

 

 

 

261,662,120

 

 

 

-

 

 

 

261,662,120

 

Total

 

$

80,850,000

 

 

$

1,019,139,968

 

 

$

231,679

 

 

$

1,100,221,647

 

The table above is as of December 31, 2025, and does not reflect the various debt financing transactions that occurred subsequent to year-end that are disclosed in Note 26 of the condensed consolidated financial statements. In January 2026, we executed a new mortgage payable with BankUnited secured by our ownership interests in four MF Properties in South Carolina. The mortgage payable requires monthly interest payments has a maturity date in December 2027, with a one-year extension option, subject to meeting certain conditions. We are also subject to certain financial covenants where principal paydowns are required if the MF Properties fail to achieve certain debt service coverage ratios. We may prepay any or all the outstanding principal balance without penalty on or after December 31, 2026.

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%. The Series A-1 Preferred Units and Series B Preferred Units are non-cumulative, non-voting and non-convertible.

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 Partnership and its General Partner continually assess the level of distributions for the Preferred Units and BUCs based on cash available for distribution, financial performance and other factors considered relevant.

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.

Other Contractual Obligations

We are subject to various guaranty obligations in the normal course of business, and, in most cases, do not anticipate these obligations to result in significant cash payments.

Cash Flows

In 2025, we generated cash of $23.6 million, which was the net result of $37.5 million provided by operating activities, $66.3 million provided by investing activities, and $80.3 million used in financing activities.

Cash provided by operating activities totaled $37.5 million in 2025, as compared to $18.0 million generated in 2024. The change between periods was due to the following factors:

A decrease of $28.9 million in net income;
An increase of $17.9 million related to changes in the preferred return receivable from unconsolidated entities;
A total increase of $10.8 million in non-cash provisions for credit loss and loan loss;
An increase of $1.4 million related to the amortization of bond premium, discount and origination fees;

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An increase of $2.2 million related to the adjustment for the gain on sale of mortgage revenue bond that is considered cash from investing activities;
A decrease of $3.0 million related to the adjustment for the gain on sale of real estate assets that is non-cash related to an out-of-period adjustment to the deferred gain on sale of The 50/50 MF Property that occurred in 2022. See Note 2 to the consolidated financial statements for further details.;
An increase of $10.4 million related to an increase in the Partnership's net losses from investments in unconsolidated entities; and
An increase of $8.7 million related to reduction in the unrealized gain on interest rate derivatives.

Cash provided by investing activities totaled $66.3 million in 2025, as compared to cash used of $105.2 million in 2024. The change between periods was primarily due to the following factors:

A net increase of $180.8 million of cash due to lower advances on MRBs, taxable MRBs, GILs, taxable GILs and property loans;
A net increase of $50.7 million of cash due to overall higher paydowns and redemptions of MRBs, taxable MRBs, GILs, taxable GILs and property loans;
An increase of $21.1 million of cash due to lower contributions to unconsolidated entities;
An increase of $24.1 million of cash due to greater proceeds from the sale of investments in unconsolidated entities;
An increase of $6.8 million of cash due to greater proceeds from the return of investments in unconsolidated entities;
An increase of $1.3 million of cash due to proceeds from the sale of land held for development;
A decrease of $108.8 million of cash due to the sale of MRBs; and
A decrease of $4.4 million of cash due to capitalized interest expense related to unconsolidated entities.

Cash used in financing activities totaled $80.3 million in 2025, as compared to cash provided of $70.8 million in 2024. The change between periods was primarily due to the following factors:

An increase of $20.0 million of cash related to proceeds from the issuance of Preferred Units;
An increase of $10.0 million of cash related to the redemption of Preferred Units in 2024;
An increase of approximately $1.9 million of cash due to lower distributions paid;
An increase of approximately $2.8 million of cash due to lower debt financing costs paid;
A net decrease of $23.5 million of cash due to higher paydowns on the secured lines of credit;
A decrease of $1.4 million due to principal payments on mortgages payable;
A decrease of $1.5 million in net cash proceeds from the sale of BUCs; and
A net decrease of $159.4 million of cash due to less proceeds from debt financing.

We believe our cash balance and cash provided by the sources discussed herein will be sufficient to pay, or refinance, our debt obligations and to meet our liquidity needs over the next 12 months.

Leverage Ratio

We set target constraints for each type of financing utilized by us. Those constraints are dependent upon several factors, including the assets being leveraged, the tenor of the leverage program, whether the financing is subject to mark-to-market collateral calls, and the liquidity and marketability of the financed collateral. We use target constraints for each type of financing to manage to an overall 80% maximum Leverage Ratio, as established by the Board of Managers. The Board of Managers retains the right to change the maximum Leverage Ratio in the future based on the consideration of factors the Board of Managers considers relevant. 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%.

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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. 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. We account for these equity interests using the equity method of accounting and the assets, liabilities, and operating results of the underlying entities are not included in our consolidated financial statements.

We have entered into various financial commitments and guaranties. For additional discussions related to commitments and guaranties, see Note 16 to the consolidated financial statements.

We do not engage in trading activities involving non-exchange traded contracts. As such, we are not materially exposed to any financing, liquidity, market, or credit risk that could arise if we had engaged in such relationships.

We do not have any relationships or transactions with persons or entities that derive benefits from their non-independent relationships with us or our related parties, other than those disclosed in Note 20 to the consolidated financial statements.

Critical Accounting Estimates

Our significant accounting policies are more fully described in Note 2 and 21 to the Partnership’s consolidated financial statements, which are incorporated by reference. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We consider the following to be our critical accounting estimates because they involve our judgments, assumptions and estimates that significantly affect the Partnership’s consolidated financial statements. If these estimates differ significantly from actual results, the impact on the Partnership’s consolidated financial statements may be material.

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. The Partnership evaluates pricing data received from the third-party pricing services by evaluating consistency with information from either the third-party pricing services or public sources. The fair value estimates of the MRBs are based largely on unobservable inputs believed to be used by market participants and requires the use of judgment on the part of the third-party pricing services and the Partnership. Though the valuation model for MRBs and taxable MRBs is based on commonly used market pricing methods, the overall effective yield for each MRB used to discount contractual cash flows to estimate a fair value can be significantly impacted by the yield adjustment applied for each input to the valuation model. The most significant inputs to the MRB and taxable MRB valuation model are the base market interest rate curves (Municipal Market Data Tax-Exempt and Taxable Multifamily rate curves) and adjustments for privately placed securities.

Significant increases (decreases) in the effective yield would have resulted in a significantly lower (higher) fair value estimate, which will impact the reported assets and partners’ capital on our consolidated balance sheets and our reported comprehensive income. Changes in fair value due to an increase or decrease in the effective yield do not impact the Partnership’s cash flows or reported net income, except in the case of impairment related to credit factors.

See the Partnership`s Mortgage Revenue Bonds Sensitivity Analysis in Item 7A for further analysis on the impact of hypothetical changes in effective yield on the fair value of our MRBs.

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.

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. The Partnership applies qualitative factors related to risk factors and changes in current economic conditions that may not be adequately reflected in quantitatively derived results, or other relevant factors to ensure the allowance for credit losses reflects the Partnership’s best estimate of current expected credit losses. The WARM method pools assets sharing similar characteristics and utilizes a historical annual charge-off rate which is applied to the outstanding asset balances over the remaining weighted average life of the pool, adjusted for certain qualitative factors to estimate expected credit losses. As such, the Partnership uses historical annual charge-off data for similar assets from publicly available loan data through the FFIEC. The selection and evaluation of FFEIC data is subjective and requires judgment in determining whether the underlying data is sufficiently similar to our investments in nature and overall risk. The Partnership adjusts for current conditions and the impact of qualitative forecasts that are reasonable and supportable. The Partnership assesses qualitative adjustments related to, but not limited to, credit quality changes in the asset portfolio, general economic conditions, changes in the affordable multifamily real estate markets, changes in lending policies and underwriting, and underlying collateral values. The population of qualitative factors and the weighting of such factors in the WARM model are highly subjective and require the use of judgment.

The Partnership will elect to separately evaluate an asset if it no longer shares the same risk characteristics as the respective pool or the specific investment attributes do not lend to analysis with a model-based approach. For collateral-dependent assets when foreclosure is probable, the Partnership will apply a practical expedient to estimate current expected credit losses as the difference between the fair value of collateral and the amortized cost of the asset.

Charge-offs to the allowance for credit losses occur when losses are confirmed through the receipt of cash or other consideration from the completion of a sale, when a modification or restructuring takes place in which the Partnership grants a concession to a borrower or agrees to a discount in full or partial satisfaction of the asset, when the Partnership takes ownership and control of the underlying collateral in full satisfaction of the asset, or when significant collection efforts have ceased and it is highly likely that a loss has been realized.

The Partnership has minimal loss history with GILs, taxable GILs, and property loans to date and, in fact, has yet to realize any losses on its GILs, taxable GILs, and construction-related property loans. 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 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. While the Partnership evaluates all available information, it focuses specifically on whether the estimated fair value of the security is below amortized cost. If the estimated fair value of an MRB is below amortized cost, and the Partnership has the intent to sell or may be required to sell the MRB prior to the time that its value recovers or until maturity, the Partnership will record an impairment through earnings equal to the difference between the MRB’s carrying value and its fair value. If the Partnership does not expect to sell an other-than-temporarily impaired MRB, only the portion of the impairment related to credit losses is recognized through earnings as a provision for credit loss, with the remainder recognized as a component of other comprehensive income. In determining the provision for credit loss, the Partnership compares the present value of cash flows expected to be collected to the amortized cost basis of the MRB and records any provision for credit losses as an adjustment to the allowance for credit losses.

The recognition of impairments, provisions for credit loss, and the potential impairment analysis are subject to a considerable degree of judgment, specifically relating to fair value estimates (discussed previously), projections of future cash flows, and present value factors applied in the analysis. The Partnership periodically reviews any previously impaired MRBs for indications of a recovery of value, which is subject to the same judgments as the original impairment analyses. For MRB impairment recoveries identified prior to the adoption of the CECL model, the Partnership will accrete the recovery of prior credit losses into investment income over the remaining term of the MRB.

The Partnership’s allowance for credit losses associated with its available-for-sale debt securities as of December 31, 2025 and 2024 was approximately $12.9 million and $4.1 million, respectively. Approximately $8.7 million of the allowance as of December 31, 2025 relates to four MRB where in early 2026 we acquired the underlying properties via deed in lieu of foreclosure.

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. Qualitative factors considered include local and regional market conditions, regulatory conditions, and overall financial conditions. Quantitative factors considered include financial operating results in comparison to expectations, deterioration in financial results or occupancy, and impairments reported at the underlying entities. The Partnership applies judgment in considering whether such factors indicate a potential impairment has occurred. The Partnership’s assessment of whether a decline in value is other than temporary is based on the Partnership’s ability and intent to hold the investment and whether evidence indicating the carrying value of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. This analysis requires the Partnership to estimate the fair value of each investment, which is also subjective and requires the use of certain assumptions. The Partnership will consider available data in estimating the fair value, which may include consideration of comparable market transactions, opinions of value provided by knowledgeable brokers, various cash flow assumptions, discount rates, and market capitalization rates.

Real Estate Assets Impairment

The Partnership reviews real estate assets whenever events or changes in circumstances indicate that the carrying value of a property may not be recoverable. When indicators of potential impairment suggest that the carrying value of the real estate assets may not be recoverable, the Partnership compares the carrying amount to the undiscounted net cash flows expected to be generated from the use of the assets. If the carrying value exceeds the undiscounted net cash flows, an impairment loss is recorded to the extent that the carrying value of the property exceeds its estimated fair value. This impairment approach will be applied to the four new MF Properties in the first quarter of 2026 after the initial acquisition accounting.

Recently Issued Accounting Pronouncements

For a discussion of recently issued accounting pronouncements, see Note 2 to the Partnership’s consolidated financial statements which is incorporated by reference.

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Community Investments

The Partnership has invested and intends to invest in assets which are and will be purchased in order to support underlying community development activities targeted to low- and moderate-income individuals, such as affordable housing, small business lending, and job creating activities in areas of the United States. These investments may be eligible for regulatory credit under the CRA and available for allocation to holders of our Preferred Units (see Note 17 to Partnership's consolidated financial statements).

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. Valencia Dr

 

Fullerton

 

Orange

 

CA

 

92833

Glenview Apartments

 

4,670,000

 

 

12/1/2031

 

2361 Bass Lake Rd

 

Cameron Park

 

El Dorado

 

CA

95682

Harden Ranch Apartments

 

6,960,000

 

 

3/1/2030

 

1907 Dartmouth Way

 

Salinas

 

Monterey

 

CA

93906

Harmony Court Apartments

 

 

3,730,000

 

 

12/1/2033

 

5948 Victor Street

 

Bakersfield

 

Kern

 

CA

93308

Harmony Terrace Apartments

 

6,900,000

 

 

1/1/2034

 

941 Sunset Garden Lane

 

Simi Valley

 

Ventura

 

CA

93065

Las Palmas II Apartments

 

1,695,000

 

 

11/1/2033

 

51075 Frederick Street

 

Coachella

 

Riverside

 

CA

92236

Montclair Apartments

 

2,530,000

 

 

12/1/2031

 

150 S 19th Ave

 

Lemoore

 

Kings

 

CA

93245

Montecito at Williams Ranch

 

 

7,690,000

 

 

10/1/2034

 

1598 Mesquite Dr

 

Salinas

 

Monterey

 

CA

93905

Montevista

 

 

720,000

 

 

7/1/2036

 

13728 San Pablo Avenue

 

San Pablo

 

Contra Costa

 

CA

94806

Ocotillo Springs

 

 

2,500,000

 

 

8/1/2038

 

1615 I St

 

Brawley

 

Imperial

 

CA

92227

Poppy Grove I

 

 

56,846,000

 

 

4/1/2026

 

10149 Bruceville Road

 

Elk Grove

 

Sacramento

 

CA

 

95624

Poppy Grove II

 

 

33,191,300

 

 

4/1/2026

 

10149 Bruceville Road

 

Elk Grove

 

Sacramento

 

CA

 

95624

Poppy Grove III

 

63,600,000

 

 

5/1/2026

 

10149 Bruceville Road

 

Elk Grove

 

Sacramento

 

CA

 

95624

Residency at Empire (2)

 

83,100,000

 

 

12/31/2040

 

2814 W Empire Avenue

 

Burbank

 

Los Angeles

 

CA

91504

Residency at the Entrepreneur (3)

 

76,000,000

 

 

3/31/2040

 

1657-1661 North Western Avenue

 

Hollywood

 

Los Angeles

 

CA

90027

Residency at the Mayer

 

 

28,200,000

 

 

4/1/2039

 

5500 Hollywood Boulevard

 

Hollywood

 

Los Angeles

 

CA

90028

Residency at Sky Village Hollywood

 

30,000,000

 

 

12/31/2030

 

5645 Fernwood Avenue

 

Hollywood

 

Los Angeles

 

CA

 

90028

San Vicente Townhomes

 

3,495,000

 

 

11/1/2033

 

250 San Vicente Road

 

Soledad

 

Monterey

 

CA

93960

Santa Fe Apartments

 

1,565,000

 

 

12/1/2031

 

16576 Sultana St

 

Hesperia

 

San Bernardino

 

CA

92345

Seasons Lakewood Apartments

 

7,350,000

 

 

1/1/2034

 

21309 Bloomfield Ave

 

Lakewood

 

Los Angeles

 

CA

 

90715

Seasons San Juan Capistrano Apartments

 

12,375,000

 

 

1/1/2034

 

31641 Rancho Viejo Rd

 

San Juan Capistrano

 

Orange

 

CA

92675

Seasons At Simi Valley

 

4,376,000

 

 

9/1/2032

 

1606 Rory Ln

 

Simi Valley

 

Ventura

 

CA

93063

Solano Vista Apartments

 

2,655,000

 

 

1/1/2036

 

40 Valle Vista Avenue

 

Vallejo

 

Solano

 

CA

94590

Summerhill Family Apartments

 

6,423,000

 

 

12/1/2033

 

6200 Victor Street

 

Bakersfield

 

Kern

 

CA

93308

Sycamore Walk

 

2,132,000

 

 

1/1/2033

 

380 Pacheco Road

 

Bakersfield

 

Kern

 

CA

93307

Tyler Park Townhomes

 

 

2,075,000

 

 

1/1/2030

 

1120 Heidi Drive

 

Greenfield

 

Monterey

 

CA

93927

Village at Madera Apartments

 

 

3,085,000

 

 

12/1/2033

 

501 Monterey St

 

Madera

 

Madera

 

CA

93637

Vineyard Gardens

 

 

995,000

 

 

1/1/2035

 

2800 E Vineyard Ave

 

Oxnard

 

Ventura

 

CA

93036

Wellspring Apartments

 

 

3,900,000

 

 

9/1/2039

 

1500 East Anaheim Street

 

Long Beach

 

Los Angeles

 

CA

 

90813

Westside Village Apartments

 

 

3,970,000

 

 

1/1/2030

 

595 Vera Cruz Way

 

Shafter

 

Kern

 

CA

93263

MaryAlice Circle

 

3,050,000

 

 

3/1/2041

 

Arnold Street and Gwinnett Street

 

Buford

 

Gwinnett

 

GA

 

30518

Renaissance Gateway Apartments

 

 

11,500,000

 

 

6/1/2050

 

650 N. Ardenwood Drive

 

Baton Rouge

 

East Baton Rouge Parish

 

LA

70806

Woodington Gardens Apartments

 

 

33,727,000

 

 

5/1/2029

 

201 South Athol Avenue

 

Baltimore

 

Baltimore

 

MD

 

21229

Jackson Manor Apartments

 

4,828,000

 

 

5/1/2038

 

332 Josanna Street

 

Jackson

 

Hinds

 

MS

39202

Silver Moon Apartments

 

8,500,000

 

 

8/1/2055

 

901 Park Avenue SW

 

Albuquerque

 

Bernalillo

 

NM

87102

Village at Avalon

 

16,400,000

 

 

1/1/2059

 

915 Park SW

 

Albuquerque

 

Bernalillo

 

NM

87102

Columbia Gardens Apartments

 

15,000,000

 

 

12/1/2050

 

4000 Plowden Road

 

Columbia

 

Richland

 

SC

29205

Village at River's Edge

 

10,000,000

 

 

6/1/2033

 

Gibson & Macrae Streets

 

Columbia

 

Richland

 

SC

29203

Willow Run

 

15,000,000

 

 

12/18/2050

 

511 Alcott Drive

 

Columbia

 

Richland

 

SC

29203

Agape Helotes

 

13,486,014

 

 

1/1/2065

 

9311 FM 1560 N

 

San Antonio

 

Bexar

 

TX

78254

Angle Apartments

 

21,000,000

 

 

1/1/2054

 

4250 Old Decatur Rd

 

Fort Worth

 

Tarrant

 

TX

76106

Avistar at Copperfield (Meadow Creek)

 

14,000,000

 

 

5/1/2054

 

6416 York Meadow Drive

 

Houston

 

Harris

 

TX

77084

Avistar at the Crest Apartments

 

10,147,160

 

 

3/1/2050

 

12660 Uhr Lane

 

San Antonio

 

Bexar

 

TX

78217

Avistar at the Oaks

 

8,899,048

 

 

8/1/2050

 

3935 Thousand Oaks Drive

 

San Antonio

 

Bexar

 

TX

78217

Avistar at Wilcrest (Briar Creek)

 

3,470,000

 

 

5/1/2054

 

1300 South Wilcrest Drive

 

Houston

 

Harris

 

TX

77042

Avistar at Wood Hollow (Oak Hollow)

 

40,260,000

 

 

5/1/2054

 

7201 Wood Hollow Circle

 

Austin

 

Travis

 

TX

78731

Avistar in 09 Apartments

 

7,743,037

 

 

8/1/2050

 

6700 North Vandiver Road

 

San Antonio

 

Bexar

 

TX

78209

Avistar on Parkway

 

13,425,000

 

 

5/1/2052

 

9511 Perrin Beitel Rd

 

San Antonio

 

Bexar

 

TX

78217

Avistar on the Blvd

 

17,422,805

 

 

3/1/2050

 

5100 USAA Boulevard

 

San Antonio

 

Bexar

 

TX

78240

Avistar on the Hills

 

5,670,016

 

 

8/1/2050

 

4411 Callaghan Road

 

San Antonio

 

Bexar

 

TX

78228

Crossing at 1415

 

7,590,000

 

 

12/1/2052

 

1415 Babcock Road

 

San Antonio

 

Bexar

 

TX

78201

Concord at Gulf Gate Apartments

 

9,185,000

 

 

2/1/2032

 

7120 Village Way

 

Houston

 

Harris

 

TX

77087

Concord at Little York Apartments

 

13,440,000

 

 

2/1/2032

 

301 W Little York Rd

 

Houston

 

Harris

 

TX

77076

Concord at Williamcrest Apartments

 

19,820,000

 

 

2/1/2032

 

10965 S Gessner Rd

 

Houston

 

Harris

 

TX

77071

Esperanza at Palo Alto Apartments

 

19,540,000

 

 

7/1/2058

 

SWC of Loop 410 and Highway 16 South

 

San Antonio

 

Bexar

 

TX

78224

Heights at 515