Welcome to our dedicated page for SHF Holdings SEC filings (Ticker: SHFS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Cannabis banking is complicated. SHF Holdings’ disclosures mix traditional financial metrics with the added layers of Bank Secrecy Act controls, FinCEN guidance and state-by-state cannabis legislation. Hunting for loan concentration tables or changes in consent-order language across 200+ pages can slow even seasoned analysts.
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SHF Holdings, Inc. (SHFS) filed an 8-K announcing CEO Terry Mendez will present at the Trickle Research Microcap Conference on November 13, 2025. The company furnished a press release and the presentation materials as exhibits associated with this Reg FD disclosure.
The information in Item 7.01 and Exhibits 99.1 and 99.2 is furnished and not deemed filed under the Exchange Act. SHFS’s Class A Common Stock trades under SHFS and its redeemable warrants under SHFSW on Nasdaq.
SHF Holdings (SHFS) filed its Q3 2025 report showing lower revenue but a cleaner balance sheet after significant liability actions. Revenue for the quarter was $1.83 million versus $3.48 million a year ago, as account fees, loan interest and investment income all declined. The company reported net income of $0.18 million in Q3, compared with $0.35 million last year. For the first nine months, revenue was $5.61 million versus $11.57 million a year ago, and the company posted a net loss of $1.58 million versus income of $3.35 million last year.
SHF reshaped its capital structure. Total liabilities fell to $6.67 million from $25.51 million at year‑end, aided by a $10.75 million debt cancellation exchanged for Series B preferred stock and warrants and gains related to convertible notes. Stockholders’ equity improved to $7.00 million from a $(12.29) million deficit. Cash was $0.86 million at quarter‑end, and $5.91 million of Series B proceeds were collected after quarter‑end per the agreement. Shares outstanding were 3,081,076 as of November 10, 2025.
The amended PCCU alliance remains central: PCCU represented 88.0% of Q3 revenue and 85.4% year‑to‑date. The amendment removed indemnification obligations, changed fees to an asset‑hosting model, and introduced a loan yield split formula.
SHF Holdings (SHFS) reported the results of its Special Meeting. Stockholders approved an amendment to increase authorized common shares from 130,000,000 to 1,000,000,000, effective upon approval and filed in Delaware. They also approved issuing common stock upon the conversion of 31,052 shares of Series B Convertible Preferred Stock at a conversion price of
Stockholders approved issuing certain shares to CREO Investments LLC under a Common Stock Purchase Agreement, and approved management and a director participation in certain equity offerings pursuant to Nasdaq Listing Rule 5635(c). They also authorized the Board to implement a reverse stock split at a ratio between 2-for-1 and 12-for-1, with the exact ratio to be set by the Board. All proposals received the required votes.
SHF Holdings (SHFS) filed a resale prospectus registering up to 46,153,846 shares of Class A common stock for potential offer and sale by CREO Investments LLC. The shares relate to an equity line under a Common Stock Purchase Agreement, where SHF may, at its discretion, issue and sell shares to CREO after the commencement date.
SHF is not selling securities in this prospectus and will not receive proceeds from CREO’s resales. Separately, SHF may receive up to $150.0 million in aggregate gross proceeds from CREO through sales under the Purchase Agreement, which may be increased by mutual agreement to up to $500.0 million. An amendment requires SHF to apply 25% of any net cash proceeds from such sales toward the redemption of its Series B Convertible Preferred Stock. The purchase price to CREO will vary with the market price at the time of each sale, and substantial issuances and resales could cause dilution and may impact the stock price.
Shares outstanding were 2,953,473 as of October 16, 2025. SHF notes significant risk factors, including going concern uncertainties, internal control material weaknesses, potential dilution from future issuances, and prior Nasdaq compliance matters.
SHF Holdings, Inc. registered 424,891 shares of Class A common stock
The registered amount includes 274,891 newly authorized shares and 150,000 shares tied to the maximum aggregate from the first three Automatic Increases after this filing. Beginning on January 1, 2026, the plan will automatically increase on the first trading day of each year, and upon a Dilution Event, to maintain total plan shares at 15% of outstanding Common Stock as of the prior year-end, subject to a 50,000-share annual cap.
The filing incorporates by reference the company’s prior S-8 (File No. 333-276311) and other periodic reports.
SHF Holdings, Inc. called a virtual special meeting on November 6, 2025 to seek stockholder approval for several capital actions. The Board asks approval to increase authorized Class A Common Stock from 130,000,000 to 1,000,000,000 and to authorize a reverse stock split at a ratio between 2‑for‑1 and 12‑for‑1, at the Board’s discretion.
Stockholders are also asked to approve issuances under a September 30, 2025 Securities Purchase Agreement: conversion of 31,052 shares of Series B Preferred Stock into up to 3,999,291 common shares and exercise of SPA Warrants for up to 1,999,555 shares. If the management participation item is approved, total shares issuable to Buyers could reach 5,998,846; otherwise 5,943,977. A separate proposal seeks approval to issue shares to CREO under a Purchase Agreement with a $150,000,000 total purchase commitment, with an Exchange Cap of 582,899 shares unless stockholders approve exceeding it.
As of the October 14, 2025 record date, 2,953,473 common shares were outstanding. The Board recommends voting “FOR” each proposal.
SHF Holdings, Inc. filed a Form S-1 registering 52,280,646 shares of Class A common stock for resale by selling stockholders. The registered shares include 49,993,585 shares issuable upon conversion of Series B Convertible Preferred Stock at a potential floor conversion price of $1.5528, 1,999,544 shares underlying Series B Warrants at a floor exercise price of $1.5528, 250,000 shares underlying Abaca Warrants at a $40.00 exercise price, and 37,517 shares issued to Abaca holders.
The company is not selling any securities in this prospectus and will not receive proceeds from resales by the selling stockholders. SHF would receive cash only if warrants are exercised for cash, which would result in approximately $24.6 million in gross proceeds at the stated floor exercise price, subject to whether and when exercises occur. SHFS trades on Nasdaq under “SHFS”; the last reported price on October 17, 2025 was $3.78 per share.
The prospectus highlights risks including interest rate sensitivity, reliance on banking partners serving cannabis-related businesses, material weaknesses in internal controls, Nasdaq compliance considerations, and going concern uncertainty.
SHF Holdings, Inc. filed an amended S-1 to register 46,153,846 shares of Class A common stock for potential resale by CREO Investments LLC under a Common Stock Purchase Agreement. The company is not selling any securities in this prospectus and will not receive proceeds from CREO’s resales. Separately, SHF may sell shares to CREO after the commencement date and may receive up to $150.0 million in aggregate gross proceeds under the equity line, which the parties may agree to increase to $500.0 million. As consideration, SHF agreed to issue $1.0 million stated value of a new series of preferred stock as CREO Commitment Shares.
Recent actions include a Securities Purchase Agreement for Series B Preferred Stock and warrants with an aggregate purchase price of approximately $28.8 million, resulting in approximately $6.3 million in additional cash and net proceeds of about $6.1 million. SHF also exchanged about $10.7 million of PCCU debt for Series B Preferred Stock and a warrant, and reports that, following these steps, Nasdaq informed the company it has regained compliance with the Rule 5550(b)(1) equity standard. The prospectus highlights potential dilution and stock price impact from sales under the equity line.
SHF Holdings (SHFS) amended its recent financing terms. On October 14, 2025, the company and the participating investors executed amendments that replace the original warrants with amended and restated warrants, effective as of September 30, 2025.
The change shifts the initial exercisability trigger from six months and one day after the Issuance Date to six months and one day after the Applicable Date. The company states no other warrant terms were modified. Forms of the amendment and the amended warrant were filed as exhibits.
SHF Holdings, Inc. (SHFS) called a virtual special meeting on November 6, 2025 to seek stockholder approval for several capital and listing-related actions.
Key items include: increasing authorized Class A common shares from 130,000,000 to 1,000,000,000; approving a Nasdaq Rule 5635(d) issuance tied to a Securities Purchase Agreement allowing conversion of 31,052 Series B Preferred shares into up to 3,999,291 common shares and the exercise of SPA Warrants for up to 1,999,555 shares. If approved (and with management participation), up to 5,998,846 shares could be issued to Buyers, with an additional 54,869 shares to management participants under a separate vote.
The company also seeks approval to issue shares above a 582,899 Exchange Cap under a Purchase Agreement with a $150,000,000 total commitment (potentially up to $500,000,000 by mutual agreement). A reverse stock split authorization between 2-for-1 and 12-for-1 is proposed to support Nasdaq compliance. Shares outstanding were 2,953,473 as of the October 14, 2025 record date. The Board recommends voting FOR all proposals.
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