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.
SHF Holdings, Inc. filings document Safe Harbor's cannabis-focused financial technology business, including compliant banking services, lending programs, deposit-related activity, payments initiatives, and services offered to cannabis-related businesses and financial institutions. Current reports record operating results, product and platform announcements, amendments to commercial arrangements, and Nasdaq listing-compliance matters.
The company's SEC record also covers capital structure and governance. Registration and 8-K filings disclose Class A common stock, redeemable warrants, Series B convertible preferred stock, warrant terms, and related registration matters. Proxy materials describe director elections, auditor ratification, board governance, and annual meeting voting, while other filings address code-of-ethics amendments and risk-related disclosure areas tied to a regulated cannabis financial services platform.
SHF Holdings, Inc. is registering up to 12,060,766 shares of Class A common stock for resale by existing holders, all issuable upon exercise of Series B Warrants at a temporarily reduced cash exercise price of $0.65 per share. Shares outstanding were 12,332,955 as of July 14, 2026 and could rise to 24,393,721 if all such warrants held by these investors are exercised. The company will not receive proceeds from any resale, but could receive up to about $8.5 million in gross cash proceeds if all Series B Warrants are exercised during the temporary reduction period ending July 31, 2026.
SHF provides compliant banking and lending services to cannabis-related businesses through partner financial institutions and operates across 41 U.S. states and territories. The business faces substantial risks, including recurring operating losses, significant indemnification exposure under a new commercial alliance agreement with Partner Colorado Credit Union, heavy concentration in a single high-risk cannabis loan, and explicit substantial doubt about its ability to continue as a going concern. It also faces Nasdaq listing pressures, with its stock recently trading at $0.1822 per share and new market-capitalization delisting rules adding further uncertainty.
SHF Holdings, Inc. received an amended institutional ownership report from M3 Funds, LLC, M3 Partners, L.P., M3F, Inc., Jason A. Stock, and William C. Waller regarding its Class A Common Stock. The group reports beneficial ownership of 308,000 shares, representing 4.77% of the class, with shared voting and dispositive power over all reported shares. The filing states that the group now holds 5 percent or less of this class of securities.
SHF Holdings, Inc. (Safe Harbor Financial) reported second quarter 2026 revenue of $1.93 million, up 4.8% year over year, driven mainly by a 50.7% increase in loan program income to about $0.8 million. Average deposit balances rose 6.8% to $108.4 million, and average account balances increased 6.3%, reflecting traction from enhanced marketing and a customer-focused growth strategy.
Despite higher revenue and a $0.4 million credit benefit, the company posted a wider net loss of $1.51 million versus $0.93 million a year earlier, and total operating expenses for the quarter increased to $2.96 million. Net loss attributable to common stockholders was $(2.49) million, including a $0.98 million non-cash deemed dividend tied to induced conversions of Series B Convertible Preferred Stock. Cash and cash equivalents declined to $5.73 million and stockholders’ equity to $6.10 million as of June 30, 2026.
Strategically, Safe Harbor expanded its board, launched a cannabis-focused pooled employer 401(k) plan, and later introduced an Institutional Infrastructure-as-a-Service model for financial institutions. During a temporary reduction period, holders converted 3,198 Series B preferred shares into 4,920,008 common shares, which the company states simplified its capital structure.
SHF Holdings, Inc., a cannabis-focused financial services platform, reported modestly higher revenue but continued losses for the three and six months ended June 30, 2026. Revenue was $1.9 million in Q2 and $3.9 million year-to-date, while the six-month net loss reached $3.3 million.
Cash and cash equivalents were $5.7 million and stockholders’ equity $6.1 million as of June 30, 2026, after operating activities used $2.8 million of cash. The company relies heavily on Partner Colorado Credit Union, which provided 92.7% of six-month revenue. Management cites recurring losses, negative operating cash flow, a large accumulated deficit, and possible litigation effects as factors creating substantial doubt about its ability to continue as a going concern, despite access to a $150.0 million equity line of credit and identified cost-control measures.
SHF Holdings, Inc., doing business as Safe Harbor Financial, implemented retention agreements for its directors and senior executives and reported capital structure changes tied to its Series B Convertible Preferred Stock. Each director is entitled to a Change in Control bonus equal to 100% of annual Board fees and a 40% increase in Board fees during any period of Insolvency. Chief Executive Officer and Chief Financial Officer Terrance Mendez will receive a $500,000 Change in Control bonus and a $700,000 base salary during Insolvency, while Chief Marketing Officer Jeffrey Kay and Chief Operating Officer Michael Regan are eligible for Change in Control bonuses of $250,000 and $200,000 and Insolvency-period base salaries of $350,000 and $280,000, respectively.
The resignation of Principal Accounting Officer and Senior Vice President of Finance, Controller Douglas Beck has been delayed until after the company files its Form 10-Q for the quarter ended June 30, 2026, expected on or before August 14, 2026. The temporary reduction in the conversion price of Series B Preferred Stock and the exercise price of associated warrants ended effective July 31, 2026, with both prices reverting to $1.5528. During the reduction period, holders converted 3,198 Series B Preferred shares into 4,920,005 common shares, resulting in 12,332,955 common shares and 27,134 Series B Preferred shares outstanding; no Series B Warrants were exercised.
SHF Holdings, Inc. reports that on July 29, 2026, its board of directors approved a retention plan for key employees and directors of the company and its subsidiaries, together with a standard form retention agreement for use with awards under the plan.
Under this Retention Plan, eligible participants may receive a Retention Incentive equal to a designated percentage of their base salary or annual board fees if a Change in Control occurs, and an increase to base salary or board fees during a period of Insolvency. Payment of any Retention Incentive is conditioned on execution, delivery and non-revocation of a general release of claims in favor of the company and its successors. The plan and form agreement are filed as exhibits.
SHF Holdings, Inc. has filed a Form S-1 registering up to 10,537,418 shares of Class A common stock for resale by a single selling stockholder. The shares include stock previously issued in a 2023 Issuance Agreement, shares received in the De‑SPAC transaction, and shares issuable upon exercise of Series B Warrants at a temporarily reduced cash exercise price of $0.65 per share. The company is not selling any securities in this offering and will receive proceeds only if the warrants are exercised for cash, which could provide approximately $6.7 million from the selling holder and about $15.5 million if all Series B Warrants held by all investors are exercised.
The registration follows a broader recapitalization and a voluntary reduction in both the Series B Preferred conversion price and Series B Warrant exercise price through July 31, 2026, and sits alongside a $150 million equity line of credit. As of December 31, 2025, stockholders’ equity was about $8.2 million and cash was $6.8 million, while recurring operating losses of roughly $5.4 million and negative operating cash flow raised substantial doubt about the company’s ability to continue as a going concern.
Key risks highlighted include a 65% loan-loss indemnification obligation on a approximately $52.1 million cannabis-related loan portfolio (with theoretical exposure of about $33.8 million and one borrower at 18% of the portfolio), dependence on PCCU as the primary banking partner, concentration in the federally illegal cannabis sector, and complex accounting for guarantee and credit-loss liabilities. The company also discloses Nasdaq listing risks tied to a sub‑$1 share price and a new $5 million market‑value rule, potential dilution from Series B Preferred Stock, Series B Warrants and the ELOC, identified material weaknesses in internal control, and ongoing litigation and regulatory‑change exposure.
SHF Holdings, Inc. is registering 12,060,766 shares of Class A common stock for potential resale by holders of Series B warrants after a temporary exercise-price cut to $0.65 per share through July 31, 2026. The company is not selling shares itself; only cash warrant exercises, if any, would bring in about $8.5 million of gross proceeds at the reduced price. Shares outstanding were 12,332,955 as of July 14, 2026, and could rise to 24,393,721 if all related warrants are exercised.
SHF provides compliant banking, lending and compliance services to cannabis-related businesses through financial institutions, principally Partner Colorado Credit Union (PCCU). Under a Second Amended Commercial Alliance Agreement it now receives up to 65% of loan-program income on an approximately $52.1 million CRB loan portfolio, but must indemnify PCCU for up to 65% of any net loan losses, a theoretical exposure of about $33.8 million. One high-risk borrower represents roughly 18% of that portfolio.
For 2025 SHF recorded an operating loss of about $5.4 million, used $3.4 million of cash in operating activities and ended the year with $6.8 million of cash, leading auditors to include a going-concern explanatory paragraph. The company also discloses Nasdaq listing risks from a sub-$1 share price and a new $5 million minimum market-value rule, while pointing to a $150 million equity line of credit and a 2025 recapitalization that reduced debt and added capital.
SHF Holdings, Inc. has filed an amended Form S-1 to register 21,517,377 shares of Class A common stock for potential resale by selling stockholders, all issuable upon exercise of Series B Warrants at a $0.65 Voluntarily Reduced Exercise Price through July 31, 2026.
The company is not selling shares itself and will receive no proceeds from resales, but could collect about $15.5 million in cash if all Series B Warrants are exercised at the reduced price. Shares outstanding were 12,332,955 as of July 14, 2026. SHF highlights recurring operating losses, substantial indemnification exposure on a $52.1 million cannabis loan portfolio, and an auditor going‑concern paragraph. It also discloses Nasdaq bid‑price noncompliance and a proposed new $5 million market‑cap rule that together could threaten its listing and access to a $150 million equity line of credit.