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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 6, 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
October 6, 2026, SHF Holdings, Inc., d/b/a Safe Harbor (the “Company”), issued a press release announcing certain preliminary,
unaudited deposit information for the third quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
The
preliminary information included in Exhibit 99.1 is based on information available to the Company as of the date of this report, has
not been audited or reviewed by the Company’s independent registered public accounting firm, and remains subject to completion
of the Company’s normal quarter-end closing and review procedures. Final results may differ from these preliminary estimates. The
deposit metrics described in Exhibit 99.1 represent deposits of the Company’s clients held at the Company’s partner financial
institutions; they are not deposits of the Company, are not recorded as assets or liabilities on the Company’s consolidated balance
sheet, and are not a measure of the Company’s revenue or financial performance prepared in accordance with U.S. generally accepted
accounting principles.
The
information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements regarding the expected effect of changes in interest rates on the Company’s
investment income and expectations regarding deposit trends. These statements are subject to risks and uncertainties, including those
described under “Cautionary Statement Regarding Forward-Looking Statements” in Exhibit 99.1 and under “Risk Factors”
in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and actual results may differ
materially. The Company undertakes no obligation to update any forward-looking statement except as required by law
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release, dated October 6, 2026 |
| 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: October 6, 2026 |
By: |
/s/
Terrance E. Mendez |
| |
|
Terrance E. Mendez |
| |
|
Chief Executive Officer and Chief Financial Officer |
Exhibit 99.1
Safe
Harbor Announces Preliminary Third Quarter
2026 Deposit Results
Trailing
14-day average deposits reach approximately $119.3 million as of quarter end, up 7.4% year-over-year and approximately 25% above the
May 2025 low, as deposit growth accelerates for the second consecutive quarter
Recent
Federal Reserve rate increase expected to add approximately $150,000 investment income annually
DENVER,
October 6, 2026 — SHF Holdings, Inc., d/b/a Safe Harbor (the “Company” or “Safe Harbor”)
(NASDAQ: SHFS), a leading fintech platform serving the banking, lending and financial services needs of the regulated cannabis and hemp
industries, today announced certain preliminary deposit information for the third quarter ended September 30, 2026, ahead of its third
quarter 2026 earnings release.
Safe
Harbor’s trailing 14-day average deposit balance was approximately $119.3 million as of September 30, 2026, compared with approximately
$111.1 million as of September 30, 2025, up 7.4% and approximately 25% above the trailing 14-day average low of approximately $95.3
million recorded in May 2025. The quarter-end trailing 14-day balance is the Company’s highest since April 2024.
The
trailing 14-day average client deposits increased approximately 4.1% from $104.6 million as of March 31, 2026, to approximately $108.9
million as of June 30, 2026, and increased approximately 9.6% sequentially to approximately $119.3 million as of September 30, 2026.
The sequential increase in the third quarter was more than double the increase recorded in the second quarter.
Safe
Harbor also expects revenue to benefit from the higher interest rate environment. Based on client deposit and loan balances as of September
30, 2026, and assuming those balances and the Company’s current arrangements with its partner financial institutions remain unchanged,
the Company estimates that the Federal Reserve’s 25-basis-point increase in the federal funds target rate on September 16, 2026
will contribute approximately $150,000 in incremental annualized investment income. Actual results will depend on future balances, partner
institution arrangements, and any subsequent changes in interest rates, including rate decreases.
“The
continued growth in deposits reflects the strength of the strategy we have put in place,” said Terry Mendez, CEO of Safe Harbor.
“As we broaden our platform across banking, lending, business solutions and institutional infrastructure, we are deepening client
relationships and expanding the opportunity to capture more of their financial activity. We believe the continued momentum in deposits
demonstrates the value of building a broader financial platform around the needs of the cannabis clients we service on behalf of financial
institutions.”
Key
Performance Indicator: Trailing 14-Day Average Client Deposits
The
trailing 14-day average client deposit balance is the average of the aggregate end-of-day balances of deposit accounts of Safe Harbor’s
clients held at its partner financial institutions for the 14 consecutive calendar days ending on the measurement date. Management uses
this metric, rather than a single-day balance, because it smooths fluctuations caused by clients’ two-week payroll cycles and therefore
better reflects underlying deposit levels. These deposits are held by and are liabilities of Safe Harbor’s partner financial institutions;
they are not deposits of Safe Harbor and are not reflected on Safe Harbor’s consolidated balance sheet. Safe Harbor earns investment
income on a portion of these balances under its arrangements with its partner financial institutions, and changes in deposit balances
do not necessarily correspond to proportional changes in Safe Harbor’s revenue. The metric has been calculated on a consistent
basis for all periods presented and may not be comparable to similarly titled measures used by other companies.
Preliminary
Results
The
preliminary deposit information in this press release is based on information available to management as of the date of this release,
has not been audited or reviewed by Safe Harbor’s independent registered public accounting firm, and remains subject to completion
of the Company’s normal quarter-end closing and review procedures. Final information may differ materially. This information is
not a comprehensive statement of Safe Harbor’s financial results for the quarter, and investors should not draw conclusions regarding
revenue, net income or other results from it. Safe Harbor plans to report full third quarter 2026 financial results at a later date to
be announced.
About
Safe Harbor:
Safe
Harbor is a cannabis-exclusive financial platform delivering smarter banking, lending, payments and business services, and institutional
solutions 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 since inception. Through its proprietary technology, 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 and compliance infrastructure 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; the anticipated impact of Federal Reserve interest rate
actions on Safe Harbor’s revenue and profit; the Company’s expectations regarding continued deposit growth and the drivers
of that growth; preliminary and unaudited financial information, which remains subject to completion of the Company’s normal quarter-end
and quarterly closing procedures and could differ from final results; 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. 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
