SHF Holdings (NASDAQ: SHFS) rewrites retention plan terms

Q: What change did SHFS make to its retention plan on August 14, 2026?

SHF Holdings, Inc. adopted an amended and restated Retention Plan and Retention Agreement, revising eligibility, Insolvency determinations, and Change in Control definitions, and canceling prior director retention agreements while retaining incentives only for eligible employees.

Q: Are SHFS directors still eligible for retention incentives under the new plan?

No. Under the amended and restated Retention Plan, directors are ineligible for Retention Incentives. The board also canceled, ab initio, each director’s Original Retention Agreement, limiting the plan’s benefits to eligible employees only.

Q: How does the SHFS retention plan define payments to employees after a Change in Control?

Under the amended plan, eligible employees may receive a Retention Incentive equal to a designated percentage of base salary if a Change in Control occurs, subject to plan conditions and execution of a general release of claims.

Q: What happens under the SHFS retention plan in a period of Insolvency?

During a period of Insolvency, eligible employees may receive an increase to base salary under the A&R Retention Plan. A CEO determination of Insolvency must be approved by the board before these provisions apply.

Q: Does the SHFS retention plan pay out in a shareholder-approved liquidation?

No. The amended definition of Change in Control removes shareholder-approved liquidation of substantially all net assets, so participants are not compensated under the A&R Retention Plan in connection with such a liquidation.

Q: What securities of SHFS are listed on Nasdaq and what is the warrant exercise price?

SHF Holdings, Inc. lists its Class A Common Stock (symbol SHFS) and Redeemable Warrants (symbol SHFSW) on Nasdaq. Each whole warrant is exercisable for one share of Class A Common Stock at an exercise price of $230.00 per share.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

SHF Holdings, Inc. (SHFS) reported that its board adopted an amended and restated employee retention structure on August 14, 2026. The amended and restated Retention Plan and related Retention Agreement (together, the A&R Retention Plan Documents) replace the prior director-and-employee plan approved July 29, 2026.

Under the new terms, directors are no longer eligible for Retention Incentives, and all director retention agreements were canceled ab initio. Eligible employees may receive a Retention Incentive, generally a designated percentage of base salary, upon a qualifying Change in Control and may receive a base-salary increase during periods of Insolvency, subject to conditions. The chief executive officer’s determination of Insolvency now requires board approval.

The definition of Change in Control was amended to remove shareholder-approved liquidation of substantially all net assets, so the plan does not pay retention benefits in that scenario. Payments are conditioned on the employee executing and not revoking a general release of claims in favor of the company and its successors.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Class A Common Stock par value: $0.0001 per share Warrant exercise price: $230.00 per share A&R Retention Plan adoption date: August 14, 2026 +1 more

4 metrics

Class A Common Stock par value $0.0001 per share Par value of SHF Holdings, Inc. Class A Common Stock

Warrant exercise price $230.00 per share Each redeemable warrant exercisable for one share of Class A Common Stock

A&R Retention Plan adoption date August 14, 2026 Date the board adopted the amended and restated Retention Plan and Retention Agreement

Original Retention Plan approval date July 29, 2026 Date the board originally approved the prior retention plan

Key Terms

Change in Control, Insolvency, Retention Incentive, general release of claims

4 terms

Change in Control financial

"The definition of a “Change in Control” was also amended to remove a reference"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Insolvency financial

"Under the A&R Retention Plan, a determination of Insolvency by the Chief Executive Officer"

Insolvency occurs when a person or organization cannot pay their debts as they become due, meaning they don't have enough money or assets to cover what they owe. It is a sign of financial trouble that can lead to legal processes to settle debts. For investors, insolvency is a warning that the entity may struggle to meet its financial commitments, increasing the risk of losing their investment.

Retention Incentive financial

"eligible employees may receive a Retention Incentive that, subject to certain conditions"

general release of claims regulatory

"conditioned upon the employee’s execution, delivery and non-revocation of a valid and enforceable general release of claims"

FAQ

What change did SHFS make to its retention plan on August 14, 2026?

SHF Holdings, Inc. adopted an amended and restated Retention Plan and Retention Agreement, revising eligibility, Insolvency determinations, and Change in Control definitions, and canceling prior director retention agreements while retaining incentives only for eligible employees.

Are SHFS directors still eligible for retention incentives under the new plan?

No. Under the amended and restated Retention Plan, directors are ineligible for Retention Incentives. The board also canceled, ab initio, each director’s Original Retention Agreement, limiting the plan’s benefits to eligible employees only.

How does the SHFS retention plan define payments to employees after a Change in Control?

Under the amended plan, eligible employees may receive a Retention Incentive equal to a designated percentage of base salary if a Change in Control occurs, subject to plan conditions and execution of a general release of claims.

What happens under the SHFS retention plan in a period of Insolvency?

During a period of Insolvency, eligible employees may receive an increase to base salary under the A&R Retention Plan. A CEO determination of Insolvency must be approved by the board before these provisions apply.

Does the SHFS retention plan pay out in a shareholder-approved liquidation?

No. The amended definition of Change in Control removes shareholder-approved liquidation of substantially all net assets, so participants are not compensated under the A&R Retention Plan in connection with such a liquidation.

What conditions must SHFS employees meet to receive a Retention Incentive?

To receive a Retention Incentive, an employee must satisfy plan conditions and execute, deliver, and not revoke a general release of claims against SHF Holdings, Inc. and its successors and assigns, in a form satisfactory to the company.

What securities of SHFS are listed on Nasdaq and what is the warrant exercise price?

SHF Holdings, Inc. lists its Class A Common Stock (symbol SHFS) and Redeemable Warrants (symbol SHFSW) on Nasdaq. Each whole warrant is exercisable for one share of Class A Common Stock at an exercise price of $230.00 per share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Available on EDGAR 08/19/2026 - 05:21 PM Accepted by SEC EDGAR 08/19/2026 - 05:20 PM

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

Date of Report (Date of earliest event reported): August 14, 2026

SHF Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-40524

86-2409612

(Commission

File Number)

(IRS Employer

Identification No.)

1526 Cole Blvd., Suite 250

Golden, Colorado 80401

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (303) 431-3435

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Common Stock, $0.0001 par value per share	SHFS	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $230.00 per share	SHFSW	The Nasdaq Stock Market LLC

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on July 29, 2026, the board of directors (the “Board”) of SHF Holdings, Inc. (the “Company”) approved a retention plan for key employees and directors of the Company and its subsidiaries (the “Original Retention Plan”) as well as a retention agreement to be used for retention grants (a “Retention Incentive”) under the Original Retention Plan (the “Original Retention Agreement”). On August 14, 2026, the Board adopted an amended and restated Retention Plan (the “A&R Retention Plan”) as well as an amended and restated version of the Original Retention Agreement (the “A&R Retention Agreement” and, together with the A&R Retention Plan, the “A&R Retention Plan Documents”).

Under the terms of the A&R Retention Plan Documents, directors are ineligible for Retention Incentives.

Under the A&R Retention Plan, a determination of Insolvency (as defined in the A&R Retention Plan) by the Chief Executive Officer must be approved by the Board.

Further, the definition of a “Change in Control” was also amended to remove a reference to a shareholder-approved liquidation of substantially all the net assets of the Company. As such, the A&R Retention Plan will not compensate a participant in the event of a shareholder-approved liquidation.

The Board canceled, ab initio, each director’s Original Retention Agreement.

Pursuant to the A&R Retention Plan, eligible employees may receive a Retention Incentive that, subject to certain conditions, entitles the recipient to a payment equal to a designated percentage of such employee’s base salary in the event of a Change in Control (as defined in the A&R Retention Plan) and an increase to such employee’s base salary during a period of Insolvency. The payment of a Retention Incentive will be conditioned upon the employee’s execution, delivery and non-revocation of a valid and enforceable general release of claims against the Company and its successors and assigns in form and substance satisfactory to the Company.

The foregoing summaries of the A&R Retention Plan and the A&R Retention Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the A&R Retention Plan and the A&R Retention Agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 hereto, respectively.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
10.1		SHF, LLC Amended and Restated Employee Retention Plan
10.2		Form of Employee Retention Agreement
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURES

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

	SHF HOLDINGS, INC.

Date: August 19, 2026	By:	/s/ Terrance E. Mendez
		Terrance E. Mendez
		Chief Executive Officer and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents