SHF Holdings (NASDAQ: SHFS) extends PCCU pact, eyeing $9M revenue boost
Rhea-AI Filing Summary
SHF Holdings, Inc., doing business as Safe Harbor Financial, entered a Second Amended and Restated Commercial Alliance Agreement with Partner Colorado Credit Union, extending their core partnership through December 31, 2031 with automatic two‑year renewals.
The amended agreement changes loan economics so Safe Harbor can receive up to 65% of net interest income on covered loans while indemnifying up to 65% of default-related losses, with PCCU covering the remaining 35%. A prior 1.0% flat asset hosting fee is replaced by a sliding scale from 0.50% on deposits under $25 million to 1.25% on deposits over $125 million.
In a related press release, Safe Harbor estimates about $9 million of incremental revenue and more than $1.5 million of total cost savings over the revised 6.25‑year term, plus a retroactive payment of approximately $400,000 from PCCU. Safe Harbor must also escrow its key software source code, which PCCU can license if specified default or insolvency events occur.
Positive
- Meaningful economics uplift: Safe Harbor projects about $9 million of incremental revenue and over $1.5 million of total cost savings over the revised 6.25‑year term under the amended PCCU agreement.
- Long-term relationship security: Extension of the Commercial Alliance Agreement through December 31, 2031, with automatic two‑year renewals, stabilizes Safe Harbor’s core partnership with Partner Colorado Credit Union.
Negative
- None.
Insights
Core PCCU deal extended to 2031 with richer economics but higher loss share.
The extended Commercial Alliance Agreement secures SHF Holdings’ primary banking relationship with Partner Colorado Credit Union through
In return, Safe Harbor now indemnifies up to
The switch from a flat 1.0% asset hosting fee to a tiered 0.50%–1.25% schedule lowers current costs and may scale favorably as deposits grow. An additional structural feature is mandatory escrow of Safe Harbor’s core software source code, which PCCU can license if specified default or bankruptcy events occur, providing continuity for PCCU but potentially reducing Safe Harbor’s leverage in distress scenarios.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Second Amended and Restated Commercial Alliance Agreement
On February 4, 2026, SHF Holdings, Inc. (the “Company”) and Partner Colorado Credit Union (“PCCU”) entered into that certain Second Amended and Restated Commercial Alliance Agreement (the “Second Amended CAA”), effective as of October 1, 2025, which extends the term set forth in the Amended and Restated Commercial Alliance Agreement, dated December 30, 2024, by and between the Company and PCCU (the “First Amended CAA”), through and including December 31, 2031, with an automatic renewal for subsequent periods of two years each, unless notice of non-renewal is provided no later than twelve (12) calendar months prior to the expiration of the then-current term.
In addition, the Second Amended CAA provides that each loan covered by the Second Amended CAA will be subject to an allocation of yield and Default-Related Losses (as defined in the Second Amended CAA) among the Company and PCCU (the “Yield and Loss Allocation”). Pursuant to the Yield and Loss Allocation, the Company will receive up to 65% of all net interest income (the “Interest Income Split”) on the applicable loans and will also indemnify 65% of Default-Related Losses of such loans, with PCCU indemnifying the other 35% (the “Indemnity Allocation”). However, if the Company determines that adjustments to its Indemnity Allocation are required in order to maintain compliance with the listing requirements of The Nasdaq Stock Market LLC, then the Company’s ratio of Interest Income Split to Indemnity Allocation will, upon written notice to PCCU and PCCU’s acknowledgement of such notice, be adjusted (but not above 65%) to match the newly required Indemnity Allocation on a go-forward basis for the applicable loans.
The Second Amended CAA also contains adjustments to the servicing fees charged by PCCU, including the replacement of a 1.0% flat asset hosting fee (based on average daily balances of deposits with PCCU, as calculated pursuant to the Second Amended CAA) with a sliding scale that ranges from 0.50% for such average daily balances of deposits under $25.0 million to 1.25% for average daily balances of deposits over $125.0 million.
The Company is required to deposit into escrow a current copy of the source code and technical documentation for the Company’s proprietary software that is used to perform the Account Services (as defined in the Second Amended CAA) and Loan Services (as defined in the Second Amended CAA) under the Second Amended CAA (the “Escrowed Software”). In the event of certain defaults by the Company under the Second Amended CAA or if the Company enters into, among other things, bankruptcy, then the Escrowed Software will be released from escrow and transferred to PCCU. In the event of such a release, PCCU will receive a nonexclusive, royalty-free, fully-paid, non-transferrable, non-sublicenseable license to (a) use the Escrowed for the purpose of maintaining, supporting, performing, and operating an equivalent of the services as had otherwise been provided to PCCU by the Company and (b) modify, enhance, and create derivative works of the Escrowed Software.
The foregoing summaries of the First Amended CAA and the Second Amended CAA do not purport to be complete and are qualified in their entirety by reference to the full text of the First Amended CAA and the Second Amended CAA, copies of which are attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 7, 2025, and Exhibit 10.1 hereto, respectively.
| Item 7.01 | Regulation FD Disclosure. |
On February 9, 2026, the Company issued a press release announcing the Second Amended CAA and the Escrow Agreement, which is being furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.
| Item 9.01 | Financial Statement and Exhibits |
(d) Exhibits.
| Exhibit Number | Description | |
10.1*§ |
Second Amended and Restated Commercial Alliance Agreement, dated February 4, 2026, by and between the Company and PCCU. | |
| 99.1 | Press Release, dated February 9, 2026. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
* Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision and such information is not otherwise disclosed in such exhibit. The Company will supplementally provide a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission or its staff upon request.
§ Certain portions of this exhibit (indicated by “[***]”) have been redacted pursuant to Item 601(a)(6) of Regulation S-K.
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: February 9, 2026 | By: | /s/ Terrance E. Mendez |
| Terrance E. Mendez | ||
| Chief Executive Officer | ||
Exhibit 99.1
Safe Harbor Financial Announces Extension with PCCU Generating an Estimated $9 Million Incremental Revenue Through 2031
New Agreement also Expected to Generate over $1.5 Million Total Incremental Cost Savings over Revised 6.25 Year Term
Denver, CO, February 9, 2026 – 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 requirements of the regulated cannabis and hemp industries, today announced a transformational amendment to its Commercial Alliance Agreement with Partner Colorado Credit Union (“PCCU”) that fundamentally improves the Company’s economics and positions it for accelerated, profitable growth.
The amended agreement extends our customer relationship through December 2031 from its original 2029 expiration date with automatic two-year renewal provisions, fundamentally enhancing the Company’s revenue model, reducing costs, and positioning the business for accelerated growth. The extension demonstrates PCCU’s confidence in Safe Harbor’s platform and management team.
Agreement Highlights
The amended Commercial Alliance Agreement delivers multiple immediate and long-term benefits to Safe Harbor:
| ● | Revenue Enhancement of $9 million over term ($1.5 million annually): Safe Harbor will receive up to 65% of loan interest income (up from ~37%, a ~75% increase), generating an expected $9+ million over the agreement term with no incremental cash costs. In exchange, Safe Harbor will indemnify up to 65% of the potential net losses on defaulted loans, converting non-cash risk exposure into substantial cash revenue. To date, no loans issued by PCCU have defaulted, evidencing the effectiveness of Safe Harbor’s underwriting capabilities. | |
| ● | Immediate Cost Reduction: Our asset hosting fee decreases by approximately 23% or $250,000 annually and $1.5 million over the term of the agreement, based on our Q3 2025 reported numbers. The new terms replace a fixed fee structure with a graduated fee structure. The cost savings scales up to approximately $600,000 annually as PCCU’s deposit base grows. | |
| ● | Safe Harbor will receive approximately $400,000 as retroactive payment from PCCU: The amended agreement is retroactive to October 1, 2025. |
“Safe Harbor’s amended agreement with PCCU is a fundamental transformation of our business model that removes growth barriers and positions us for profitable expansion,” said Terry Mendez, Chief Executive Officer of Safe Harbor Financial. “PCCU’s decision to extend and enhance this partnership validates both the strength of our platform and the capability of our management team. The new economics significantly benefit Safe Harbor; we are converting non-cash risk exposure into substantial cash revenue and cost savings.”
Douglas Fagan, President and Chief Executive Officer of PCCU, added, “Safe Harbor has proven itself as an exceptional partner with unmatched expertise in providing compliant cannabis banking services. Their proprietary technology platform, risk management capabilities, and deep understanding of this complex regulatory environment make them uniquely qualified to help financial institutions like ours serve this industry. We’re excited to deepen our partnership through 2031 and beyond, and we’re confident that this enhanced agreement will drive growth and success for both organizations and the clients we serve together.”
About Safe Harbor Financial
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.
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, growth in Safe Harbor’s AUM, Safe Harbor’s ability to satisfy the required conditions to utilize its equity line of credit (the “ELOC”), market conditions that may impact Safe Harbor’s ability to access the ELOC on acceptable terms or at all, the possibility that the ELOC may not be fully utilized, expected use of proceeds from the ELOC, 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 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:
Ellen Mellody
570-209-2947
safeharbor@kcsa.com
FAQ
What did SHF Holdings (SHFS) announce about its agreement with PCCU?
How much incremental revenue does SHFS expect from the new PCCU agreement?
What cost savings are projected under SHF Holdings’ amended PCCU agreement?
How does the new agreement change SHFS’s share of loan interest and losses?
How long does the SHF Holdings and PCCU partnership now run?
What is the purpose of the software escrow in SHF Holdings’ new PCCU agreement?
Does SHF Holdings receive any retroactive payment under the amended PCCU terms?
Filing Exhibits & Attachments
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Agreements & Contracts
