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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): March 30, 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
April 1, 2026, SHF Holdings, Inc. (the “Company”) issued a press release announcing its preliminary financial
results for its 2025-year end and fourth quarter ended December 31, 2025.
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
5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On
March 30, 2026, the Board of Directors of the Company approved amendments to the Company’s Code
of Ethics and Business Conduct (the “Code”), which applies to all directors, officers and employees of the Company.
The
amendments include, among other things, clarifications regarding applicable anti-bribery and anti-corruption laws, the Company’s
Business Courtesy (as defined in the Code) policy, and the Company’s policy for retaining consultants, agents and distributors.
The
foregoing description of the amendments is qualified in its entirety by reference to the full text of the Code, which is available on
the Company’s website at https://ir.shfinancial.org/. The contents of the Company’s website are not incorporated by reference
in this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated April 1, 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:
April 1, 2026 |
By: |
/s/
Terrance Mendez |
| |
|
Terrance
Mendez |
| |
|
Chief
Executive Officer and Chief Financial Officer |
Exhibit 99.1
Safe
Harbor Financial Reports Preliminary
Fourth
Quarter and Full Year 2025 Results
DENVER,
CO (April 1, 2026) – SHF Holdings, Inc., d/b/a Safe Harbor Financial (“Safe Harbor” or the “Company”)
(NASDAQ: SHFS), a financial technology company serving the banking, lending, and financial services needs of the regulated cannabis and
hemp industries, today announced its preliminary unaudited financial results for the fourth quarter and full year ended December 31,
2025.
Fourth
Quarter 2025 Financial Summary
| | |
Q4 2025
(Unaudited) | | |
Q3 2025
(Unaudited) | | |
Q4 2024
(Derived from
audited
financials) | |
| Total Revenue | |
$ | 2.1M | | |
$ | 1.8M | | |
$ | 3.7M | |
| Loan Program Income | |
$ | 0.9M | | |
$ | 0.5M | | |
$ | 1.8M | |
| Sequential Revenue Change (vs. Q3 2025) | |
| +12 | % | |
| — | | |
| n/a | |
| Sequential Loan Program Income Change | |
| +71 | % | |
| — | | |
| n/a | |
The
sequential increase in Q4 2025 reflects improved economics under the Second Amended and Restated Commercial Alliance Agreement with PCCU,
effective October 1, 2025, which increased the Company’s share of loan program income to up to 65% and extended the relationship
through December 31, 2031.
Full
Year 2025 Financial Summary
| | |
FY 2025
(Unaudited) | | |
FY 2024
(Derived from
audited
financials) | | |
Change | |
| Revenue: | |
| | | |
| | | |
| | |
| Deposit, activity, onboarding income | |
$ | 4.0M | | |
$ | 6.4M | | |
| (39 | )% |
| Loan Program Income | |
$ | 2.5M | | |
$ | 6.6M | | |
| (63 | )% |
| Investment Income | |
$ | 1.2M | | |
$ | 2.1M | | |
| (45 | )% |
| Safe Harbor Program Income | |
$ | 0.1M | | |
$ | 0.1M | | |
| 0 | % |
| Total Revenue | |
$ | 7.7M | | |
$ | 15.2M | | |
| (50 | )% |
The
decline in revenue was primarily attributable to revised interest allocation provisions under the First Amended CAA, which was in effect
for the first nine months of the year, and a reduction in the number of active accounts. Investment Income was impacted by lower Federal
Reserve interest rates. Account Fee Income was impacted by both (a) lower average account activity, and (b) the introduction of client
money market accounts.
Selected
Consolidated Balance Sheet Summary
| | |
Dec 31, 2025
(Unaudited) | | |
Dec 31, 2024
(Derived from
audited
financials) | | |
% Change | | |
$ Change | |
| Cash and Cash Equivalents | |
$ | 6.8M | | |
$ | 2.3M | | |
| 192 | % | |
$ | 4.5M | |
| Total Debt | |
$ | 0.0M | | |
$ | 18.3M | | |
| (100 | )% | |
$ | (18.3M | ) |
The
September 2025 Recapitalization eliminated substantially all of the Company’s $18.3 million in debt and raised $6.8 million in
new capital, returning the consolidated balance sheet to positive stockholders’ equity.
Operational
and Governance Summary
| Item |
|
Status
at Year-End 2025 |
|
Prior
Status |
| Material
Weaknesses |
|
Majority
remediated |
|
Multiple
weaknesses identified |
| PCCU
CAA Term |
|
Extended
through 2031 |
|
Expired
2029 |
| Loan
Program Income Share |
|
Up
to 65% |
|
35% |
| Asset
Hosting Fee |
|
23%
reduction with graduated calculation, saves approximately $0.2M annually |
|
Fixed
calculation at 1.0% below $130M and 1.3% above $130M |
| Board
of Directors |
|
5
members; PCCU has no appointment rights |
|
7
members; PCCU had appointment rights |
| Senior
Financial Leadership |
|
CEO/CFO
and PAO with Big 4 experience |
|
N/A |
Management
Commentary
“Fiscal
year 2025 was the most consequential year in Safe Harbor Financial’s history,” said Terrance Mendez, Chief Executive Officer.
“We eliminated $18.3 million in debt, returned the balance sheet to positive stockholders’ equity, and remediated the majority
of our previously identified material weaknesses. These were fundamental changes to the financial foundation of this Company.”
Mr.
Mendez continued, “With the Second Amended CAA extending our PCCU partnership through 2031 at meaningfully improved economics,
we enter 2026 with a different revenue profile, as evidenced by sequential revenue growth of 12% in the fourth quarter. We have also
expanded beyond core banking and lending through the launch of insurance, payments, and consulting solutions.”
Form
10-K Filing Status
The
Company has filed a Notification of Late Filing on Form 12b-25 with the Securities and Exchange Commission. As a result of the closing
of a significant and complex transaction in 2025, the Company requires additional time to prepare its financial statements to
ensure adequate disclosure of the financial information required to be included in the Form 10-K. The Company expects to file its Annual
Report on Form 10-K within the fifteen-calendar-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934,
as amended. As a result of the ongoing audit, there could be changes to the Company’s audited financial statements as compared
to the preliminary unaudited figures presented herein.
About
Safe Harbor
Safe
Harbor is a 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 cannabis banking in the U.S., Safe Harbor has facilitated more than $26
billion in cannabis-related transactions 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 www.SHFinancial.org.
Important
Notice Regarding Preliminary Financial Information
The
financial information presented herein for the year ended December 31, 2025 is preliminary and unaudited. The Company’s audit for
fiscal year 2025 is ongoing, and the Company expects to file its Annual Report on Form 10-K within the fifteen-calendar-day extension
period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. As a result of the closing of significant and complex
transaction in 2025, the Company requires additional time to prepare its financial statements to ensure adequate disclosure of the financial
information required to be included in the Form 10-K. The preliminary unaudited financial information presented herein should not be
viewed as a substitute for audited financial statements prepared in accordance with U.S. generally accepted accounting principles.
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. 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.
Contacts
Investor
Relations: ir@SHFinancial.org
Media
Relations: safeharbor@kcsa.com
#
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