SHF Holdings issues 60.6M shares in preferred conversions

Q: How many SHFS shares did the conversions issue?

SHF issued 60,570,250 shares of Class A common stock from October 24 through October 30, 2026, upon conversion of 7,329 shares of Series B Convertible Preferred Stock.

SHF Holdings, Inc. (SHFS) issued 60,570,250 shares of Class A common stock from October 24 through October 30, 2026, upon conversion of 7,329 shares of Series B Convertible Preferred Stock.

Available on EDGAR 10/30/2026 - 05:24 PM EDT Accepted by SEC EDGAR 10/30/2026 - 05:24 PM EDT

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(High)

Filing Sentiment

(Negative)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

SHF Holdings, Inc. (SHFS) issued 60,570,250 shares of Class A common stock from October 24 through October 30, 2026, upon conversion of 7,329 shares of Series B Convertible Preferred Stock. The common shares were issued at a conversion price of $0.1210 per share, and the company received no additional consideration for the conversions. The conversions were made in accordance with the Series B Preferred Stock Certificate of Designation.

SHF stated that on October 26, 2026, common shares issued to Series B holders in unregistered transactions since October 23 exceeded 5% of the shares outstanding as of October 23. Common shares issued and outstanding were 24,942,735 as of October 23, 2026, and 85,512,985 as of October 30, 2026. The company said the conversions were exempt from Securities Act registration under Section 3(a)(9); no commission or other remuneration was paid or given, directly or indirectly, for soliciting the exchanges.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

1 major · 1 point

How the balance works

Positive

None.

Negative

Major pointCommon shares issued and outstanding rose to 85,512,985 as of October 30, 2026, from 24,942,735 as of October 23, after 60,570,250 shares were issued in preferred-stock conversions.

Filing Explained

The completed conversions increased SHF’s common shares outstanding from 24,942,735 on October 23, 2026 to 85,512,985 on October 30, 2026, reducing existing holders’ percentage ownership absent offsetting changes.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Class A common shares issued: 60,570,250 shares Series B Convertible Preferred Stock converted: 7,329 shares Conversion price: $0.1210 per share +3 more

6 metrics

Class A common shares issued 60,570,250 shares Issued from October 24 through October 30, 2026, upon conversion of Series B Convertible Preferred Stock

Series B Convertible Preferred Stock converted 7,329 shares Conversions from October 24 through October 30, 2026

Conversion price $0.1210 per share Price for common shares issued upon conversion

Common shares issued to Series B holders More than 5% Aggregate shares issued in unregistered transactions since October 23 exceeded this share of the October 23 outstanding count

Common shares issued and outstanding 24,942,735 shares As of October 23, 2026

Common shares issued and outstanding 85,512,985 shares As of October 30, 2026

Key Terms

conversion price, Section 3(a)(9), Securities Purchase Agreement, unregistered transactions, +1 more

5 terms

conversion price financial

"issued at a conversion price of $0.1210 per share"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

Section 3(a)(9) regulatory

"exempt from registration under Section 3(a)(9) of the Securities Act"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement with the investors party thereto"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

unregistered transactions regulatory

"issued to Series B holders in unregistered transactions since October 23"

Certificate of Designation of Preferences, Rights and Limitations technical

"Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many SHFS shares did the conversions issue?

SHF issued 60,570,250 shares of Class A common stock from October 24 through October 30, 2026, upon conversion of 7,329 shares of Series B Convertible Preferred Stock.

What agreement led to the SHFS Series B preferred stock issuance?

SHF entered into a Securities Purchase Agreement with the investors on September 30, 2025, under which it issued shares of Series B Convertible Preferred Stock.

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

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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): October 26, 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 $2,760.00 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 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, on September 30, 2025 SHF Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement with the investors party thereto, pursuant to which, among other things, the Company issued to such investors shares of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”). On October 26, 2026, the Company disclosed that it had 24,942,735 shares of Common Stock (as defined below) issued and outstanding as of October 23, 2026.

On October 26, 2026, as a result of the issuances described below, the aggregate number of shares of Class A common stock, par value $0.0001 per share (“Common Stock”), issued to holders of the Series B Preferred Stock in unregistered transactions since October 23, 2026 exceeded five percent (5%) of the total number of shares of Common Stock issued and outstanding as of October 23, 2026. From October 24, 2026 through October 30, 2026, the Company issued a total of 60,570,250 shares of Common Stock upon the conversion of an aggregate of 7,329 shares of Series B Preferred Stock in accordance with the terms of the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock (the “Certificate of Designation”). The shares of Common Stock were issued at a conversion price of $0.1210 per share. The Company received no additional consideration in connection with such conversions. As of October 30, 2026, the Company had 85,512,985 shares of Common Stock issued and outstanding.

The issuances of Common Stock described in this Item 3.02 were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) in reliance on Section 3(a)(9) of the Securities Act. No commission or other remuneration was paid or given, directly or indirectly, for soliciting the exchanges.

The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which was filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2025, and is incorporated herein by reference.

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: October 30, 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

4 documents