STOCK TITAN

Safe Harbor Financial (NASDAQ: SHFS) grows loan income but widens Q2 2026 loss

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • Loan program income grew 50.7% year over year in Q2 2026 to approximately $0.8 million, and increased 53.1% for the first half of 2026 to about $1.7 million, reflecting the benefit of the Second Amended Commercial Alliance Agreement.
  • Average deposit balances rose 6.8% year over year in Q2 2026 to $108.4 million, with trailing 14-day average balances up 7.9%, indicating ongoing growth in client funds on the platform.

Negative

  • Quarterly net loss increased to $(1.51) million in Q2 2026 from $(0.93) million a year earlier, and year-to-date net loss widened to $(3.29) million from $(1.76) million.
  • Net loss attributable to common stockholders rose to $(2.49) million in Q2 2026, partly due to a $0.98 million non-cash deemed dividend on induced Series B preferred conversions, increasing the effective loss to common.
  • Stockholders’ equity declined to $6.10 million at June 30, 2026 from $8.24 million at December 31, 2025, while total assets fell to $14.15 million from $17.21 million.
  • Cash and cash equivalents decreased to $5.73 million at June 30, 2026 from $6.78 million at year-end 2025, with net cash used in operating activities of $2.83 million for the first half of 2026.

Filing Explained

Completed preferred conversions increased common shares outstanding to 12.33 million while 27,134 Series B shares remained at June 30.

The August 10, 2026 Form 8-K furnishes second-quarter results; its Item 2.02 information and Exhibit 99.1 are not deemed filed under Section 18. It also reports completed Series B preferred-stock conversions, leaving common holders with a larger outstanding common-share base and 27,134 Series B preferred shares still outstanding as of June 30, 2026.

Converting preferred stock into common stock adds shares and, absent offsetting changes, reduces an existing holder’s percentage ownership. Although the release calls the conversions a capital-structure simplification, the June 30, 2026 balance sheet reported 12,332,955 Class A common shares and 27,134 Series B preferred shares outstanding.

At June 30, 2026, $5,729,576 of cash and equivalents equaled 293.7 days of the last reported quarter’s operating cash use, based on second-quarter operating cash flow of $(1,755,479).

The filing states that the temporary conversion-price reduction concluded on July 31, 2026, with the Series B conversion price reverting to $1.5528.

Sources and calculations
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $5,729,576 / ($1,755,479 / 90) = [object Object]
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Revenue $1,934,740 Total revenue for the three months ended June 30, 2026
Q2 2026 Net Loss $(1,513,235) Net loss for the three months ended June 30, 2026
Loan Program Income Q2 2026 approximately $0.8 million Up 50.7% year over year for the second quarter of 2026
Average Deposit Balance Q2 2026 $108,413,858 Average deposit balance for the three months ended June 30, 2026
Cash and Cash Equivalents $5,729,576 Balance at June 30, 2026
Total Stockholders’ Equity $6,100,967 Stockholders’ equity at June 30, 2026
Series B Preferred Converted 3,198 shares into 4,920,008 common shares Conversions completed during temporary reduction period ending July 31, 2026
Net Cash Used in Operations $(2,834,136) Net cash used in operating activities for the six months ended June 30, 2026
Second Amended Commercial Alliance Agreement financial
"The growth reflects the continued benefit of the Second Amended Commercial Alliance Agreement with Partner Colorado Credit Union"
Series B Convertible Preferred Stock financial
"During the reduction period, holders converted 3,198 shares of Series B Convertible Preferred Stock into 4,920,008 shares"
Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.
stand-ready guarantee liability financial
"Stand-ready guarantee liability | 711,670 | | | | 711,667"
financial indemnification liability financial
"Financial indemnification liability | 232,516 | | | | 433,968"
Infrastructure-as-a-Service technical
"Introduced the Safe Harbor Institutional Infrastructure-as-a-Service operating model, which helps financial institutions"
A cloud computing model where businesses rent core computing resources — servers, storage and network capacity — from a provider instead of buying and running hardware themselves. Think of it as renting an apartment’s utilities and space rather than buying the building: companies can scale capacity up or down quickly and pay for use. Investors care because it shifts costs from big, upfront capital spending to recurring revenue models and can drive faster growth, predictable cash flow and operational flexibility.
Pooled Employer 401(k) Plan financial
"Introduced the Safe Harbor Pooled Employer 401(k) Plan, a purpose-built, fully transparent and compliant pooled employer retirement plan"
A pooled employer 401(k) plan is a single retirement savings program that allows multiple unrelated employers to join together under one master plan managed by a professional provider. Like a neighborhood buying club that combines orders to lower costs and outsource paperwork, it centralizes recordkeeping and many fiduciary duties, which matters to investors because it can change employers’ costs, shift industry profit opportunities to plan providers, and concentrate large amounts of retirement assets under common management.
Revenue $1,934,740 4.8% increase vs $1,845,334 in Q2 2025
Net Loss $(1,513,235) vs $(930,715) in Q2 2025
Loan Program Income approximately $0.8 million 50.7% increase vs approximately $0.6 million in Q2 2025

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

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FAQ

How did SHFS revenue perform in the second quarter of 2026?

SHFS reported Q2 2026 revenue of $1.93 million, up 4.8% from $1.85 million in Q2 2025. Growth was primarily driven by higher loan program income, partially offset by lower account fee income from a merchant service partner.

What was SHFS’s net loss for Q2 2026 and how did it change year over year?

SHFS recorded a Q2 2026 net loss of $(1.51) million, compared with $(0.93) million in Q2 2025. The wider loss reflects higher operating expenses and other costs despite increased revenue and a credit benefit recognized on certain loans.

What is driving SHFS’s strong loan program income growth in 2026?

Loan program income reached approximately $0.8 million in Q2 2026, up 50.7% year over year, and $1.7 million for the first half, up 53.1%. The increase reflects the Second Amended Commercial Alliance Agreement, which raised SHFS’s share of loan program income to up to 65%.

What were SHFS’s cash and equity positions at June 30, 2026?

As of June 30, 2026, SHFS held $5.73 million in cash and cash equivalents and reported total stockholders’ equity of $6.10 million. This compares to $6.78 million in cash and $8.24 million in equity at December 31, 2025.

How did capital structure changes affect SHFS common shareholders in 2026?

During a temporary reduction period, holders converted 3,198 Series B Convertible Preferred shares into 4,920,008 common shares, and SHFS recognized a $0.98 million non-cash deemed dividend, which increased the net loss attributable to common stockholders.
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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): August 10, 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 2.02. Results of Operations and Financial Condition.

 

On August 10, 2026, SHF Holdings, Inc. issued a press release announcing its financial results for the three months ended June 30, 2026.

 

The information contained in this Item 2.02 and Exhibit 99.1 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
99.1   Press Release dated August 10, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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 10, 2026 By: /s/ Terrance Mendez
    Terrance Mendez
    Chief Executive Officer and Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

Safe Harbor Financial Reports Second Quarter 2026 Results and Provides Corporate Update

 

Second Quarter 2026 Revenue of Approximately $1.9 Million, Up 4.8% Year Over Year

 

Loan Program Income Up 50.7% Year Over Year to Approximately $0.8 Million

 

Average Deposit Balances Increased 6.8% Year Over Year to $108.4 Million, Reflecting Continued Momentum from Enhanced Marketing and a Customer-Focused Growth Strategy

 

Cash and Cash Equivalents of $5.7 Million and Stockholders’ Equity of $6.1 Million as of June 30, 2026

 

DENVER, August 10, 2026 (GLOBE NEWSWIRE): SHF Holdings, Inc., d/b/a Safe Harbor Financial (“Safe Harbor” or the “Company”) (NASDAQ: SHFS), a leading fintech platform serving the banking, lending, and financial services needs of the regulated cannabis and hemp industries, today announced its financial results for the second quarter ended June 30, 2026.

 

“Our second quarter results reflect the continued execution of the growth strategy we have been building over the past several quarters,” said Terrance Mendez, Chief Executive Officer and Chief Financial Officer of Safe Harbor. “Loan program income grew more than 50% year over year for the second consecutive quarter, and average deposit balances increased 6.8% year over year to $108.4 million, with our trailing 14-day average balance up 7.9%. We believe this deposit growth is a direct result of the enhanced marketing and customer-focused initiatives we have put in place, which are winning new customers and increasing average balances across our platform.”

 

“As expected, general and administrative expenses increased year over year, primarily reflecting continued strategic investment in marketing, brand awareness and systems, together with a franchise tax refund recognized in the second quarter of 2025 that did not recur this year,” Mr. Mendez continued. “Our underlying expense trends remain consistent with our commitment to disciplined cost management, and we continue to identify further opportunities for efficiency even as we invest in the platform.”

 

“Growth and execution remain our top priorities for the remainder of 2026,” Mr. Mendez added. “We are continuing to invest in the people, systems and products that support that our growth, including the expansion of our consulting and managed services offering and our purpose-built pooled employer retirement plan, which has already onboarded multiple clients and earned the endorsement of Canopy HR as the recommended retirement solution for its cannabis-focused clients. Combined with the continued build-out of our Safe Harbor Institutional Infrastructure-as-a-Service model for financial institutions, we believe these investments, paired with continued expense control, position Safe Harbor to capture the growing opportunity in front of us.”

 

On the regulatory front, Mr. Mendez added, “the Department of Justice’s April 23 order placing state-licensed medical cannabis on Schedule III, followed by the DEA’s expedited hearing on broader rescheduling held between June 29 and July 15, reflect continued momentum toward a more favorable federal cannabis policy environment. While the timing and ultimate scope of further federal action remain uncertain, we believe Safe Harbor remains well positioned to benefit as the addressable market for our compliance platform continues to expand.”

 

 

 

 

Second Quarter 2026 Operational Highlights

 

  Board of Directors Expansion (April 2026): Appointed Tyler Klimas and Sean Tonner to the Board of Directors effective April 22, 2026, adding deep cannabis regulatory and strategic communications expertise. Sundie Seefried resigned from the Board on April 20, 2026.
     
  Safe Harbor Retirement Plan Launch (April 2026): Introduced the Safe Harbor Pooled Employer 401(k) Plan, a purpose-built, fully transparent and compliant pooled employer retirement plan that provides state-legal cannabis businesses with access to institutional-quality retirement benefits.
     
  Continued Deposit and Relationship Growth (Second Quarter 2026): Average deposit balances increased 6.8%, or $7.0 million, year over year to $108.4 million, and average account balances increased 6.3% year over year, reflecting the continued success of the Company’s enhanced marketing and customer-focused growth initiatives.
     
  Federal Cannabis Rescheduling Developments (April to July 2026): Following the Department of Justice’s April 23, 2026 order rescheduling state-licensed medical cannabis to Schedule III, the DEA held an expedited administrative hearing between June 29 and July 15, 2026 to consider broader rescheduling of cannabis from Schedule I to Schedule III.

 

Subsequent Operational Highlights

 

  Infrastructure-as-a-Service Launch (July 2026): Introduced the Safe Harbor Institutional Infrastructure-as-a-Service operating model, which helps financial institutions build, operate and scale compliant cannabis banking programs.
     
  Canopy HR Selects the Safe Harbor Retirement Plan (August 2026): Canopy HR, a provider of HR, compliance, benefits and administrative support for the cannabis industry serving approximately 526,000 worksite employees, selected the Safe Harbor Pooled Employer 401(k) Plan as the recommended retirement solution for its cannabis-focused clients. Since its April 2026 launch, the plan has onboarded six new clients, including a multistate operator.
     
  Capital Structure Simplification (August 2026): The temporary reduction in the conversion price of the Company’s Series B Convertible Preferred Stock concluded on July 31, 2026, with the conversion price reverting to $1.5528. During the reduction period, holders converted 3,198 shares of Series B Convertible Preferred Stock into 4,920,008 shares of common stock, simplifying the Company’s capital structure.

 

Balance Sheet Highlights

 

   June 30, 2026 (Unaudited)   December 31, 2025 
Cash and Cash Equivalents  $5,729,576   $6,779,040 
Total Assets  $14,153,304   $17,207,024 
Total Liabilities  $8,052,337   $8,971,116 
Total Stockholders’ Equity  $6,100,967   $8,235,908 

 

 

 

 

Second Quarter and Year-to-Date 2026 Income Statement Highlights

 

      Q2 2026 (Unaudited)   Q2 2025 (Unaudited)   YTD 2026 (Unaudited)   YTD 2025 (Unaudited) 
Total Revenue     $1,934,740   $1,845,334   $3,910,179   $3,777,686 
Total Operating Expenses     $2,961,094   $2,816,376   $6,699,889   $6,740,223 
Operating Loss     $(1,026,354)  $(971,042)  $(2,789,710)  $(2,962,537)
Net Loss     $(1,513,235)  $(930,715)  $(3,292,452)  $(1,757,914)

 

For the Three Months Ended June 30,

 

      2026   2025   Change ($)   Change (%) 
Average deposit balance  (1)  $108,413,858   $101,463,819   $6,950,039    6.8%
Trailing 14-day average account balance  (2)  $108,933,064   $100,915,015   $8,018,049    7.9%
Average monthly account fees  (3)  $229,360   $276,586   $(47,226)   (17.1)%
Average active accounts  (4)   766    762    4    0.5%
Average account balance  (5)  $141,532   $133,155   $8,377    6.3%
Average monthly fees per account  (6)  $299   $363   $(64)   (17.6)%

 

For the Six Months Ended June 30,

 

      2026   2025   Change ($)   Change (%) 
Average deposit balance  (1)  $107,327,311   $103,756,620   $3,570,691    3.4%
Trailing 14-day average account balance  (2)  $108,933,064   $100,915,015   $8,018,049    7.9%
Average monthly account fees  (3)  $235,218   $285,433   $(50,215)   (17.6)%
Average active accounts  (4)   765    772    (7)   (0.9)%
Average account balance  (5)  $140,358   $134,400   $5,958    4.4%
Average monthly fees per account  (6)  $308   $370   $(62)   (16.8)%

 

  (1) Represents the average deposit balance over the period.
  (2) Represents the average balance for the 14 calendar days ending on June 30th, which represents a period end balance that smooths our clients’ two-week payroll cycles.
  (3) Reported account activity fee revenue.
  (4) Represents the average of ending active accounts for each of the three months therein.
  (5) Refer to the section Discussion of Results of our Operations in the Company’s Quarterly Report on form 10-Q for the three months ended June 30, 2026 for additional discussion of trends.
  (6) Represents the average of account activity fee revenue for the three and six months therein.

 

Revenue was approximately $1.9 million for the second quarter of 2026, a 4.8% increase compared to approximately $1.8 million in the second quarter of 2025, driven primarily by growth in loan program income. For the six months ended June 30, 2026, revenue was approximately $3.9 million, a 3.5% increase compared to approximately $3.8 million for the same period in 2025.

 

Loan program income was approximately $0.8 million for the second quarter of 2026, an increase of 50.7% compared to approximately $0.6 million in the second quarter of 2025, and approximately $1.7 million for the six months ended June 30, 2026, an increase of 53.1% compared to the same period in 2025. The growth reflects the continued benefit of the Second Amended Commercial Alliance Agreement with Partner Colorado Credit Union, effective October 1, 2025, which increased the Company’s share of loan program income to up to 65% from approximately 35% under the prior agreement.

 

Account fee income was approximately $0.8 million for the second quarter of 2026, a decrease of 18.4% compared to approximately $1.0 million in the second quarter of 2025, primarily due to lower revenue from a merchant service partner.

 

Investment income was approximately $0.3 million for the second quarter of 2026, consistent with the second quarter of 2025. The average investable deposit base grew 30% to $45.8 million from $35.3 million between those periods, offset by a decline in the Federal Reserve Interest On Reserve Balance (IORB) rate from 4.40% to 3.65%.

 

Average deposit balances increased 6.8%, or $7.0 million, year over year to $108.4 million for the second quarter of 2026, and the trailing 14-day average account balance increased 7.9% year over year to $108.9 million. Average account balances increased 6.3% year over year to approximately $141,500. Management believes this growth reflects the continued effectiveness of the Company’s enhanced marketing and customer-focused growth strategy in attracting new customers and deepening existing relationships.

 

 

 

 

Total operating expenses for the second quarter of 2026 increased 5.1% to approximately $3.0 million, compared to approximately $2.8 million in the second quarter of 2025. For the six months ended June 30, 2026, total operating expenses decreased 0.6% to approximately $6.7 million, compared to the same period in 2025. The year-over-year increase for the quarter was primarily attributable to higher general and administrative expenses related to strategic investments described below, partially offset by a $0.4 million credit benefit from a risk reduction on certain loans recognized during the quarter and lower compensation and employee benefits expense.

 

Net loss was approximately $(1.5) million for the second quarter of 2026, compared to a net loss of approximately $(0.9) million for the second quarter of 2025. Net loss attributable to common stockholders was approximately $(2.5) million, or $(0.36) per basic and diluted share, compared to approximately $(0.9) million, or $(0.33) per basic and diluted share, in the second quarter of 2025. The increase in net loss attributable to common stockholders was primarily driven by a $1.0 million non-cash deemed dividend associated with induced conversions of Series B Convertible Preferred Stock completed during the quarter, which had no effect on the Company’s net loss, total stockholders’ equity or cash flows from operations.

 

For more information on the Company’s quarter ended June 30, 2026 financial results, please refer to our Form 10-Q filed with the U.S. Securities and Exchange Commission and accessible at www.sec.gov.

 

About Safe Harbor:

 

Safe Harbor is a cannabis-exclusive financial platform delivering smarter banking, lending, payments and business services tailored to how the cannabis industry actually operates. As one of the original pioneers of compliant financial operations support and cannabis banking consulting in the U.S., Safe Harbor has assisted in the processing of more than $36 billion in cannabis-related depository funds across 41 states and territories. Through its proprietary Cannabis Banking Solutions™ Platform and network of regulated financial institution partners, Safe Harbor empowers cannabis operators to gain clarity, control and confidence in their financial operations. From daily banking to long-term growth, Safe Harbor provides real solutions and personal support, built exclusively for cannabis. Safe Harbor is a financial technology company, not a bank. Banking services are provided by our partner financial institutions. For more information, visit shfinancial.org.

 

Cautionary Statement Regarding Forward-Looking Statements:

 

Certain information contained in this press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included herein may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Forward-looking statements may include, but are not limited to, statements with respect to trends in the cannabis industry, including proposed changes in U.S. and state laws, rules, regulations and guidance relating to Safe Harbor’s services; Safe Harbor’s growth prospects and Safe Harbor’s market size; Safe Harbor’s projected financial and operational performance, including relative to its competitors and historical performance; success or viability of new product and service offerings Safe Harbor may introduce in the future; the impact of volatility in the capital markets, which may adversely affect the price of Safe Harbor’s securities; the outcome of any legal proceedings that have been or may be brought by or against Safe Harbor; and other statements regarding Safe Harbor’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “outlook,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in Safe Harbor’s filings with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Safe Harbor undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

 

Safe Harbor Investor Relations Contact:

 

ir@SHFinancial.org

 

Safe Harbor Media Relations Contact:

 

safeharbor@kcsa.com

 

 

 


 

SHF Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2026   2025   2026   2025 
Revenue  $1,934,740   $1,845,334   $3,910,179   $3,777,686 
Operating Expenses:                    
Compensation and employee benefits   1,477,615    1,583,051    3,138,273    2,955,532 
Professional services   792,804    712,337    1,938,613    2,211,871 
Rent expense   60,971    63,185    112,403    124,191 
Amortization of contract asset   129,072    -    258,144    - 
Credit benefit   (386,119)   -    (702,695)   - 
General and administrative expenses   886,751    457,803    1,955,151    1,448,629 
Total operating expenses   2,961,094    2,816,376    6,699,889    6,740,223 
Operating loss   (1,026,354)   (971,042)   (2,789,710)   (2,962,537)
Other (Expenses) Income:                    
Change in fair value of warrant liabilities   14,598    138,158    31,197    1,254,240 
Change in fair value of deferred consideration   -    (40,960)   -    120,040 
Net loss on disposal of securities   (340,408)   -    (340,408)   - 
Issuance cost from the sale of the ELOC   (182,229)   -    (210,109)   - 
Interest expense   (2,290)   (115,341)   (6,870)   (228,127)
Interest income   23,448    -    23,448    - 
Total other (expenses) income   (486,881)   (18,143)   (502,742)   1,146,153 
Net loss before income tax   (1,513,235)   (989,185)   (3,292,452)   (1,816,384)
Income tax benefit   -    58,470    -    58,470 
Net loss   (1,513,235)   (930,715)   (3,292,452)   (1,757,914)
Deemed dividends   (981,146)   -    (1,068,758)   - 
Net loss attributable to common stockholders  $(2,494,381)  $(930,715)  $(4,361,210)  $(1,757,914)
Weighted average shares outstanding, basic and diluted   6,928,023    2,826,468    5,647,674    2,806,841 
Basic and diluted net loss per share  $(0.36)  $(0.33)  $(0.77)  $(0.63)

 

 

 

 

SHF Holdings, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

   June 30, 2026   December 31, 2025 
         
ASSETS          
Current Assets:          
Cash and cash equivalents  $5,729,576   $6,779,040 
Accounts receivable – trade   21,010    31,376 
Accounts receivable – related party   683,887    1,009,483 
Prepaid expenses   532,632    862,400 
Contract asset   516,283    516,283 
Other current assets   3,454,688    3,000,000 
Total Current Assets   10,938,076    12,198,582 
Operating lease right to use asset   469,017    547,186 
Investment in preferred securities   -    1,450,000 
Prepaid expenses   233,783    414,329 
Contract asset   2,323,273    2,581,417 
Other assets   189,155    15,510 
Total Assets  $14,153,304   $17,207,024 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current Liabilities:          
Accounts payable  $530,398   $189,828 
Accounts payable-related party   158,725    171,365 
Accrued expenses   824,169    1,310,463 
Deferred revenue   -    15,415 
Operating lease liability   189,902    181,963 
Deferred consideration   3,000,000    3,000,000 
Stand-ready guarantee liability   711,670    711,667 
Financial indemnification liability   232,516    433,968 
Other current liabilities   562,388    485,055 
Total Current Liabilities   6,209,768    6,499,724 
Stand-ready guarantee liability   889,468    1,245,416 
Financial indemnification liability   512,506    657,804 
Operating lease liability   432,172    528,552 
Warrant liabilities   8,423    39,620 
Total Liabilities  $8,052,337   $8,971,116 
Commitments and Contingencies (Note 16)          
Stockholders’ Equity          
Convertible preferred stock, $.0001 par value, 1,250,000 shares authorized, 111 issued and outstanding on June 30, 2026, and December 31, 2025, respectively   -    - 
Series B Convertible Preferred Stock, $.0001 par value, 35,000 shares authorized, 27,134 and 30,808 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively   3    3 
Class A Common Stock, $.0001 par value, 1,000,000,000 shares authorized, 12,332,955 and 4,281,523 issued and outstanding on June 30, 2026, and December 31, 2025, respectively   1,233    428 
Additional paid-in capital   132,308,726    131,152,020 
Accumulated deficit   (126,208,995)   (122,916,543)
Total Stockholders’ Equity  $6,100,967   $8,235,908 
Total Liabilities and Stockholders’ Equity  $14,153,304   $17,207,024 

 

 

 

 

SHF Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   Six Months Ended June 30, 
   2026   2025 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(3,292,452)  $(1,757,914)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation expense   -    2,518 
Net loss on disposal of securities   340,408    - 
Amortization of contract asset   258,144    - 
Amortization of prepaid consulting (Series B Preferred Stock)   84,374    - 
Issuance cost from the sale of the ELOC   210,109    - 
Stock compensation expense   100,431    783,762 
Lease expense   (10,272)   (2,172)
Change in the fair value of deferred consideration   -    (120,040)
Credit benefit   (702,695)   - 
Change in fair value of warrant   (31,197)   (1,254,240)
Changes in operating assets and liabilities:          
Accounts receivable – trade   10,366    83,674 
Accounts receivable – related party   325,596    385,168 
Prepaid expenses   438,166    317,545 
Accrued interest receivable   -    14,214 
Other assets   (173,645)   (286,672)
Other current liabilities   (217,690)   (58,370)
Accounts payable   340,570    486,818 
Accounts payable – related party   (12,640)   89,309 
Accrued expenses   (486,294)   (480,811)
Contract liabilities   -    (18,127)
Deferred revenue   (15,415)   - 
Net cash used in operating activities   (2,834,136)   (1,815,338)
CASH FLOWS FROM INVESTING ACTIVITIES:          
Proceeds from sale and redemption of preferred securities   654,904    - 
Net proceeds from loan repayment   -    6,545 
Net cash provided by investing activities   654,904    6,545 
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from the sale of Class A common stock   1,129,768    - 
Repayment of senior secured promissory note   -    (255,765)
Net share settlement for stock compensation expense   -    (12,771)
Net cash provided by (used in) financing activities   1,129,768    (268,536)
Net decrease in cash and cash equivalents   (1,049,464)   (2,077,329)
Cash and cash equivalents – beginning of period   6,779,040    2,324,647 
Cash and cash equivalents – end of period  $5,729,576   $247,318 
Supplemental Disclosure of Non-Cash Investing and Financing Activities          
Reclassification of forward purchase receivable  $-    (4,584,221)
Receivable for unsettled ADTX sale  $454,688    - 
Forfeiture of Series B shares related to consulting contract  $72,148    - 
Accrued redemption payable to Series B holders  $295,022   $- 
Supplemental Disclosure of Cash Flows Information          
Interest paid  $6,870   $228,901 

 

 

 

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