8-K: Greystone Housing Changes Auditor to Grant Thornton

Greystone Housing Impact Investors LP has appointed Grant Thornton LLP as its new independent auditor, replacing PricewaterhouseCoopers LLP, to proactively maintain auditor independence.

Summary

• Greystone Housing Impact Investors LP (the Partnership) changed its independent registered public accounting firm from PricewaterhouseCoopers LLP (PwC) to Grant Thornton LLP (Grant Thornton).
• The change was effective November 17, 2025.
• The decision was made by the Audit Committee of Greystone AF Manager, LLC (general partner of the Partnership) and senior management.
• The change was not due to any disagreements on accounting principles, financial statement disclosure, or auditing scope or procedure between the Partnership and PwC.
• PwC's audit reports for fiscal years ended December 31, 2024 and 2023 were unqualified, containing no adverse opinions, disclaimers, qualifications, or modifications.
• The change was made out of an abundance of caution to avoid potential independence impacts, as a PwC non-audit team provided permissible non-audit services to Greystone Select Incorporated (GSI), an indirect parent of Greystone Manager and an affiliate of the Partnership for SEC independence rules.
• GSI had recently asked the PwC non-audit team to consider providing additional non-audit services, which PwC advised would be impermissible under SEC independence rules.
• GSI has not engaged PwC for the impermissible non-audit services.
• Grant Thornton was engaged to serve as the Partnership's independent registered public accounting firm for the fiscal year ending December 31, 2025.
• Neither the Partnership nor anyone on its behalf consulted Grant Thornton regarding accounting principles or audit opinions prior to the engagement.

Sentiment

Score: 6

Explanation: The change in auditor is a neutral event, but the proactive nature and explicit statement of no disagreements with the previous auditor are positive. The underlying reason (affiliate seeking impermissible services) introduces a slight negative, but the company's response is appropriate and demonstrates good governance.

Positives

• The change was proactive, demonstrating a commitment to maintaining auditor independence under SEC rules.
• There were no disagreements with PwC on accounting principles, financial statement disclosure, or auditing scope or procedure, indicating no underlying financial reporting issues.
• PwC's audit reports for 2023 and 2024 were clean, with no adverse opinions, disclaimers, qualifications, or modifications.

Negatives

• The need to change auditors, even proactively, can sometimes raise questions about corporate governance, despite the explicit statement of no disagreements.
• The fact that an affiliate (GSI) sought impermissible non-audit services from PwC, even if not engaged, necessitated the change, highlighting a potential area for internal control review regarding affiliate interactions with auditors.

Risks

• Potential for perceived instability or increased scrutiny from investors regarding the change in a long-standing auditor (PwC served since 2016), despite the stated reasons.
• Risk of disruption during the transition to a new auditor, potentially impacting the efficiency or timing of future audits.
• The Audit Committee must continue to monitor the independence of the new auditor, Grant Thornton, with respect to all affiliates to prevent similar issues.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's financial performance or strategic direction, beyond the engagement of Grant Thornton for the fiscal year ending December 31, 2025.

Management Comments

• "The decision to change the Partnerships independent registered public accounting firm from PwC to Grant Thornton was not the result of any disagreement between the Partnership and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure."
• "To proactively avoid any potential impacts to the independence of the Partnerships auditor, out of an abundance of caution, the Audit Committee and the Partnerships senior management elected to change its independent registered public accounting firm from PwC to Grant Thornton in appreciation of the applicable auditor independence rules and to maintain the independence of the Partnerships independent registered public accounting firm under the independence rules promulgated by the SEC."

Industry Context

Changes in independent auditors are not uncommon, particularly in response to evolving regulatory interpretations of auditor independence rules. This proactive change by Greystone Housing Impact Investors LP reflects a commitment to strict compliance with SEC independence standards, a trend seen across the industry to mitigate regulatory scrutiny and maintain investor confidence in financial reporting integrity.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased confidence in the independence and integrity of financial audits due to proactive compliance with SEC rules.
• Management: Ensures continued compliance with regulatory requirements and maintains credibility in financial reporting.
• Regulators: Demonstrates adherence to auditor independence rules, potentially reducing regulatory scrutiny.

Next Steps

• Grant Thornton LLP will serve as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Partnership will continue to comply with SEC reporting requirements.

Key Dates

Recommendation

The change in auditor is a corporate governance matter, not directly impacting the company's operational or financial performance. The proactive nature of the change, explicitly stating no disagreements with the previous auditor, suggests sound governance. There are no new financial metrics or strategic shifts to warrant a change in investment thesis based solely on this filing. Therefore, a 'hold' recommendation is appropriate, maintaining current positions while monitoring future financial reports.

Keywords

Auditor Change, SEC Filing, Greystone Housing Impact Investors LP, PricewaterhouseCoopers, Grant Thornton, Audit Committee, Auditor Independence, Form 8-K, Corporate Governance