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

FORM 8-K

CURRENT REPORT

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

Greystone Housing Impact Investors LP

(Exact name of Registrant as Specified in Its Charter)

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

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

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

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

Emerging growth company ☐

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

Item 1.02 Termination of a Material Definitive Agreement.

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

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

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

SIGNATURES

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