SHF Holdings (NASDAQ: SHFS) details retention plan and Series B conversion reset
Rhea-AI Filing Summary
SHF Holdings, Inc., doing business as Safe Harbor Financial, implemented retention agreements for its directors and senior executives and reported capital structure changes tied to its Series B Convertible Preferred Stock. Each director is entitled to a Change in Control bonus equal to 100% of annual Board fees and a 40% increase in Board fees during any period of Insolvency. Chief Executive Officer and Chief Financial Officer Terrance Mendez will receive a $500,000 Change in Control bonus and a $700,000 base salary during Insolvency, while Chief Marketing Officer Jeffrey Kay and Chief Operating Officer Michael Regan are eligible for Change in Control bonuses of $250,000 and $200,000 and Insolvency-period base salaries of $350,000 and $280,000, respectively.
The resignation of Principal Accounting Officer and Senior Vice President of Finance, Controller Douglas Beck has been delayed until after the company files its Form 10-Q for the quarter ended June 30, 2026, expected on or before August 14, 2026. The temporary reduction in the conversion price of Series B Preferred Stock and the exercise price of associated warrants ended effective July 31, 2026, with both prices reverting to $1.5528. During the reduction period, holders converted 3,198 Series B Preferred shares into 4,920,005 common shares, resulting in 12,332,955 common shares and 27,134 Series B Preferred shares outstanding; no Series B Warrants were exercised.
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8-K Event Classification
Key Figures
Key Terms
Change in Control financial
Insolvency financial
Series B Convertible Preferred Stock financial
conversion price financial
exercise price financial
forward-looking statements regulatory
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FAQ
What retention bonuses and salary changes did SHF Holdings (SHFS) approve for key executives?
How are SHF Holdings (SHFS) directors compensated under the new Retention Plan?
What capital structure changes did SHF Holdings (SHFS) report for its Series B Preferred Stock?
What is the current conversion and exercise price for SHF Holdings (SHFS) Series B securities?
When will Douglas Beck’s resignation become effective at SHF Holdings (SHFS)?
Were any Series B Warrants of SHF Holdings (SHFS) exercised during the temporary price reduction period?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retention Agreements
As previously disclosed, on July 29, 2026, the board of directors (the “Board”) of SHF Holdings, Inc. (the “Company”) approved a retention plan for key employees and directors of the Company and its subsidiaries (the “Retention Plan”) as well as a retention agreement to be used for retention grants under the Retention Plan (the “Retention Agreement”).
On August 5, 2026, the Company entered into Retention Agreements pursuant to the Retention Plan with each member of the Board, as well as Terrance Mendez, the Company’s Chief Executive Officer and Chief Financial Officer, Jeffrey Kay, the Company’s Chief Marketing Officer, and Michael Regan, the Company’s Chief Operating Officer.
Under their respective Retention Agreements, (i) each director will receive a Change in Control (as defined in the Retention Plan) bonus equal to one hundred percent (100%) of such director’s annual Board fees and each director’s annual Board fees will increase by forty percent (40%) during a period of Insolvency (as defined in the Retention Plan); (ii) Mr. Mendez will receive a Change in Control bonus of $500,000 and his base salary will increase to $700,000 during a period of Insolvency; (iii) Mr. Kay will receive a Change in Control bonus of $250,000 and his base salary will increase to $350,000 during a period of Insolvency; and (iv) Mr. Regan will receive a Change in Control bonus of $200,000 and his base salary will increase to $280,000 during a period of Insolvency.
Information regarding the directors’ annual Board fees 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.
The foregoing summaries of the Retention Plan and the Retention Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Retention Plan and the Retention Agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 to the Current Report on Form 8-K filed by the Company with the SEC on August 4, 2026, respectively.
Douglas Beck
On July 31, 2026, Douglas Beck and the Company agreed to delay Mr. Beck’s previously disclosed resignation as the Company’s Principal Accounting Officer and Senior Vice President of Finance, Controller such that his resignation will be effective following the filing of the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026, which is expected to be filed on or before August 14, 2026.
Item 8.01 Other Events.
On August 5, 2026, the Company issued a press release announcing the conclusion on July 31, 2026 of its previously announced voluntary reduction in the conversion price of its Series B Preferred Stock and the exercise price of certain common stock purchase warrants. A copy of the press release announcing the conclusion is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release, dated August 5, 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: August 5, 2026 | By: | /s/ Terrance E. Mendez |
| Terrance E. Mendez | ||
| Chief Executive Officer and Chief Financial Officer | ||
Exhibit 99.1
Safe Harbor Financial Series B Preferred Conversion Price and Warrant Exercise Price Reset to $1.5528 Following Conclusion of Temporary Reduction Period
DENVER, Aug. 05, 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, announced the conclusion of the temporary reduction of the conversion price of its Series B Convertible Preferred Stock (“Series B Preferred Stock”) and the exercise price of associated common stock purchase warrants (“Series B Warrants”) effective July 31, 2026.
The conversion price of the Series B Preferred Stock and the exercise price of the Series B Warrants have both reverted to $1.5528 in accordance with the terms of the Series B Preferred Stock and Series B Warrants, as applicable.
“The conclusion of the temporary reduction period marks another step forward in strengthening our capital structure,” said Terrance Mendez, Chief Executive Officer and Chief Financial Officer of Safe Harbor. “Series B holders converted a meaningful number of shares of Series B Preferred Stock into common stock during the reduction period. This conversion of preferred equity into common shares simplifies the capital structure and shifts equity into the shares counted in the market value of listed securities.”
During the temporary reduction period, holders converted 3,198 shares of Series B Preferred Stock into 4,920,005 shares of common stock. Following these conversions, there were 12,332,955 shares of common stock and 27,134 shares of Series B Preferred Stock outstanding.
No Series B Warrants were exercised during the temporary reduction period.
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 $35 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; the anticipated exercise of outstanding warrants and the timing or amount of any related proceeds; 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
