What related party transaction involving Michael Regan did SHFS reference?

SHF Holdings notes that on September 30, 2025 Michael Regan participated in its offering of Series B Convertible Preferred Stock, described as a related party transaction and detailed in the Form 10-K filed on April 15, 2026.

SHF Holdings names Michael Regan COO, Secretary

Q: What did SHFS disclose about management changes in this Form 8-K?

SHF Holdings, Inc. disclosed that on July 15, 2026 its board appointed Michael Regan as Chief Operating Officer and Secretary. His background and compensation are described in a definitive proxy statement filed on May 8, 2026 and incorporated by reference.

Q: Who is Michael Regan in relation to SHFS and what roles was he given?

Michael Regan was appointed by SHF Holdings, Inc. as Chief Operating Officer and Secretary on July 15, 2026. His biographical and compensation information is provided in the company’s definitive proxy statement filed with the SEC on May 8, 2026.

Q: What securities of SHFS are listed on The Nasdaq Stock Market?

SHF Holdings lists its Class A Common Stock, $0.0001 par value per share, under symbol SHFS, and its Redeemable Warrants, each exercisable for one Class A share at $230.00, under symbol SHFSW on Nasdaq.

Accepted by SEC EDGAR 07/16/2026 - 04:15 PM EDT

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

SHF Holdings, Inc. reported that on July 15, 2026 its board appointed Michael Regan as Chief Operating Officer and Secretary. His background and compensation are described in the definitive proxy statement filed May 8, 2026, which is incorporated by reference.

The company states there are no arrangements or understandings with any other person regarding his appointment and no family relationships between Mr. Regan and any director or executive officer. It also notes that on September 30, 2025 he participated in the company’s Series B Convertible Preferred Stock offering, identified as a related party transaction and described in the Form 10-K filed April 15, 2026.

8-K Event Classification

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

1 item

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.

Key Figures

Par value per Class A Common Share: $0.0001 per share Warrant exercise price: $230.00 per share Appointment date: July 15, 2026 +2 more

5 metrics

Par value per Class A Common Share $0.0001 per share Class A Common Stock par value as described

Warrant exercise price $230.00 per share Exercise price for redeemable warrants, each for one Class A share

Appointment date July 15, 2026 Date Michael Regan was appointed COO and Secretary

Series B participation date September 30, 2025 Date Mr. Regan participated in Series B Convertible Preferred Stock offering

Form 10-K filing date April 15, 2026 Date Annual Report describing the related party transaction was filed

Key Terms

Redeemable Warrants, Series B Convertible Preferred Stock, Related Party Transaction, emerging growth company

4 terms

Redeemable Warrants financial

"Redeemable Warrants, each whole warrant exercisable for one share"

A redeemable warrant is a tradable right that lets its holder buy a company’s shares at a fixed price before a set date, but the issuer has the contract power to cancel (redeem) the warrant early under agreed terms. For investors this matters because early redemption can force decision-making, change the timing of when new shares might be created, and affect potential gains or dilution—much like a store coupon that the issuer can cancel by paying you off instead of letting you use it.

Series B Convertible Preferred Stock financial

"participated in the Company’s offering of Series B Convertible Preferred Stock"

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.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

What did SHFS disclose about management changes in this Form 8-K?

SHF Holdings, Inc. disclosed that on July 15, 2026 its board appointed Michael Regan as Chief Operating Officer and Secretary. His background and compensation are described in a definitive proxy statement filed on May 8, 2026 and incorporated by reference.

Who is Michael Regan in relation to SHFS and what roles was he given?

Michael Regan was appointed by SHF Holdings, Inc. as Chief Operating Officer and Secretary on July 15, 2026. His biographical and compensation information is provided in the company’s definitive proxy statement filed with the SEC on May 8, 2026.

Are there any family or appointment arrangements involving Michael Regan at SHFS?

The company states there are no arrangements or understandings with any other person regarding Michael Regan’s appointment and no family relationships between him and any SHF Holdings director or executive officer.

What securities of SHFS are listed on The Nasdaq Stock Market?

SHF Holdings lists its Class A Common Stock, $0.0001 par value per share, under symbol SHFS, and its Redeemable Warrants, each exercisable for one Class A share at $230.00, under symbol SHFSW on Nasdaq.

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): July 15, 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.

On July 15, 2026, the board of directors of SHF Holdings, Inc. (the “Company”) appointed Michael Regan as the Company’s Chief Operating Officer and Secretary.

Mr. Regan’s biographical and compensation information is included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2026, and such information is incorporated herein by reference.

There are no arrangements or understandings between Mr. Regan and any other person pursuant to which Mr. Regan was appointed as an officer of the Company. There are no family relationships between Mr. Regan and any director or executive officer of the Company. On September 30, 2025, Mr. Regan participated in the Company’s offering of Series B Convertible Preferred Stock (the “Related Party Transaction”). Additional information regarding the Related Party Transaction is included in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2026, and such information 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: July 16, 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