SHF Holdings, Inc. 8-K Filings

SHF Holdings, Inc. (Safe Harbor Financial) reported second quarter 2026 revenue of $1.93 million, up 4.8% year over year, driven mainly by a 50.7% increase in loan program income to about $0.8 million. Average deposit balances rose 6.8% to $108.4 million, and average account balances increased 6.3%, reflecting traction from enhanced marketing and a customer-focused growth strategy.

Despite higher revenue and a $0.4 million credit benefit, the company posted a wider net loss of $1.51 million versus $0.93 million a year earlier, and total operating expenses for the quarter increased to $2.96 million. Net loss attributable to common stockholders was $(2.49) million, including a $0.98 million non-cash deemed dividend tied to induced conversions of Series B Convertible Preferred Stock. Cash and cash equivalents declined to $5.73 million and stockholders’ equity to $6.10 million as of June 30, 2026.

Strategically, Safe Harbor expanded its board, launched a cannabis-focused pooled employer 401(k) plan, and later introduced an Institutional Infrastructure-as-a-Service model for financial institutions. During a temporary reduction period, holders converted 3,198 Series B preferred shares into 4,920,008 common shares, which the company states simplified its capital structure.

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.

SHF Holdings, Inc. reports that on July 29, 2026, its board of directors approved a retention plan for key employees and directors of the company and its subsidiaries, together with a standard form retention agreement for use with awards under the plan.

Under this Retention Plan, eligible participants may receive a Retention Incentive equal to a designated percentage of their base salary or annual board fees if a Change in Control occurs, and an increase to base salary or board fees during a period of Insolvency. Payment of any Retention Incentive is conditioned on execution, delivery and non-revocation of a general release of claims in favor of the company and its successors. The plan and form agreement are filed as exhibits.

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.

SHF Holdings, Inc. reported that on July 7, 2026, Douglas Beck, its Principal Accounting Officer and Senior Vice President of Finance, Controller, informed the company of his decision to resign from these roles, effective July 31, 2026.

The company stated that Mr. Beck’s departure is not the result of any disagreement regarding operations, policies, or practices. SHF Holdings’ Class A common stock and redeemable warrants continue to trade on The Nasdaq Stock Market LLC under the symbols SHFS and SHFSW, respectively.

SHF Holdings, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 17, 2026. Stockholders elected two Class II directors, Jonathon F. Niehaus and Sean Tonner, to continue serving on the board.

Stockholders also ratified the appointment of Macias, Gini & O’Connell LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. All proposals received the required level of stockholder approval, including strong support for the auditor ratification.

SHF Holdings, Inc., doing business as Safe Harbor Financial, reported first quarter 2026 revenue of approximately $2.0 million, up 2.2% from about $1.9 million a year earlier. Loan program income rose 55.6% to roughly $0.8 million, reflecting a richer share of loan economics under the Second Amended PCCU agreement.

Total operating expenses decreased 4.7% to about $3.7 million, but the company recorded a larger net loss of approximately $1.8 million versus $0.8 million in the prior-year quarter, mainly because last year included a $1.1 million non-cash warrant liability benefit. Safe Harbor ended March 31, 2026 with $5.9 million in cash and cash equivalents and $6.7 million of stockholders’ equity, compared with a stockholders’ deficit of $16.9 million twelve months earlier, highlighting a major balance sheet turnaround.

Management highlighted a broadened product suite, including new insurance offerings, an expanded payments portfolio, and a full-spectrum lending platform. A February 2026 PCCU amendment extended the partnership through December 2031 and is expected to generate $9 million or more in incremental revenue over the term. The company also cited 29% year-over-year growth in emerging market deposit balances and sees potential long-term benefits from recent U.S. federal cannabis rescheduling developments.

SHF Holdings, Inc. reported board and committee changes. Richard Carleton informed the company on May 8, 2026 that he will not stand for reelection as a director at the 2026 annual meeting. The company states his decision is not due to any disagreement regarding operations, policies, or practices.

The board recently added two directors, Tyler Klimas and Sean Tonner, each appointed on April 22, 2026. Effective May 8, 2026, Klimas joined the Audit, Compensation, and Nominating and Corporate Governance Committees and became chairman of the Nominating and Corporate Governance Committee. Tonner joined the Compensation and Nominating and Corporate Governance Committees and became chairman of the Compensation Committee.

SHF Holdings, Inc. is temporarily lowering the economics on a prior financing. The company voluntarily reduced the conversion price of its Series B Convertible Preferred Stock to $0.65 per share from May 6, 2026 through July 31, 2026.

It also reduced the cash exercise price of the related Series B Warrants to $0.65 per share, effective during a period that will run from SEC effectiveness of a planned Form S-1 registration statement until July 31, 2026. The Board and the Required Holder under the Securities Purchase Agreement approved these temporary changes and may delay the start of the reduction periods if needed to comply with applicable laws and regulations.

SHF Holdings, Inc. (Safe Harbor) filed an 8-K to highlight the expansion of its lending platform for cannabis-related businesses. The company is adding products such as commercial real estate financing, working capital loans, equipment financing, cash flow lending, bridge loans, sale-leasebacks, business acquisition financing, and loan syndications.

Safe Harbor works with private credit funds, family offices and institutional partners to match qualified cannabis operators, ancillary businesses and investors with capital sources. The expansion follows a cannabis-focused 401(k) launch and supports the firm’s broader goal of providing integrated banking, payments, financial operations support and growth capital on a single platform, while reiterating standard forward-looking statement cautions.

SHF Holdings, Inc. received a Nasdaq notice that its Class A common stock has closed below $1.00 for 30 consecutive business days, triggering a 180-day grace period until October 19, 2026 to regain compliance by maintaining a bid of at least $1.00 for 10 straight trading days.

The company also reported board changes: director Sundie Seefried resigned and Tyler Klimas and Sean Tonner were appointed, with the board size increasing from five to six seats.

In ongoing litigation over its Abaca acquisition, a Colorado court denied the company’s summary judgment motion and granted counterclaim plaintiffs’ motions on the validity of a Second Amendment and a related breach of the merger agreement, with damages and a disputed $3.0 million second-anniversary payment to be determined later.

SHF Holdings, Inc., doing business as Safe Harbor, announced the launch of the Safe Harbor Retirement Plan, a pooled employer 401(k) plan built specifically for state-legal cannabis businesses and companies that serve them. The plan aims to give cannabis employers and employees more stable, compliant access to retirement benefits, using collective investment trusts structured to fit applicable laws.

This new retirement offering broadens Safe Harbor’s financial solutions platform, which already includes employee banking and payroll and HR support through acquired and partnered providers. The first adopting employer is Safe Harbor itself. The company notes it has facilitated more than $35.4 billion in cannabis-related transactions across 41 states and territories through its Cannabis Banking Solutions platform and partner financial institutions.

SHF Holdings, Inc., which operates as Safe Harbor Financial, reported 2025 results showing a major balance sheet turnaround but weaker revenue and profitability. The company eliminated substantially all of its about $18 million of debt in a September 30, 2025 recapitalization and ended 2025 with $6.8 million in cash and cash equivalents.

Total stockholders’ equity improved to a positive $8.2 million at December 31, 2025, compared with a stockholders’ deficit of $(12.3) million a year earlier, while total liabilities fell to $9.0 million from $25.5 million. Working capital moved from a deficit to a surplus of about $5.7 million.

On the income side, full-year 2025 revenue was $7.7 million, down from $15.2 million in 2024, and the company recorded a net loss of $2.2 million versus a $48.3 million loss in 2024 that included a very large tax expense and impairment charges. Adjusted EBITDA declined to a $(3.9) million loss from a $2.9 million gain. However, in the fourth quarter of 2025, loan program income rose 70% sequentially, total revenue grew 12% from the third quarter, and operating expenses declined 10% after excluding a success-based employee bonus, signaling improving operating leverage as the company expands beyond core banking and lending into insurance, payments, and consulting solutions.

SHF Holdings, Inc. d/b/a Safe Harbor Financial reported preliminary unaudited 2025 results showing total revenue of $7, down 50% from $15 in 2024. Deposit and activity income fell to $4 from $6, loan program income to $2 from $6, and investment income to $1 from $2.

In Q4 2025, total revenue was $2, up from $1 in Q3 2025, a 12% sequential increase tied to improved terms under the Second Amended Commercial Alliance Agreement with PCCU, which raised the Company’s loan program income share to up to 65% and extended the relationship through December 31, 2031.

Safe Harbor’s balance sheet strengthened, with cash and cash equivalents rising to $6 from $2 and total debt falling to $0 from $18, following a September 2025 recapitalization that eliminated approximately $18.3 million of debt and raised $6.8 million of new capital. The Company also reports that a majority of previously identified material weaknesses were remediated and has filed a Notification of Late Filing on Form 12b-25, expecting to file its Form 10-K within the fifteen-calendar-day extension period.

SHF Holdings, Inc., doing business as Safe Harbor, reported that average deposit balances in emerging U.S. cannabis markets grew 29% over the twelve months ended February 4, 2026, lifting its total average deposit balances by 4.5%.

Emerging U.S. markets now account for 31% of the company’s average deposit balances, supported by more than 100 new customer depository accounts and increased deposits from existing clients in high‑growth states including New York, New Jersey, Illinois, Florida, Ohio, and Kentucky.

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.

SHF Holdings, Inc. (SHFS) filed an 8-K announcing CEO Terry Mendez will present at the Trickle Research Microcap Conference on November 13, 2025. The company furnished a press release and the presentation materials as exhibits associated with this Reg FD disclosure.

The information in Item 7.01 and Exhibits 99.1 and 99.2 is furnished and not deemed filed under the Exchange Act. SHFS’s Class A Common Stock trades under SHFS and its redeemable warrants under SHFSW on Nasdaq.

SHF Holdings (SHFS) reported the results of its Special Meeting. Stockholders approved an amendment to increase authorized common shares from 130,000,000 to 1,000,000,000, effective upon approval and filed in Delaware. They also approved issuing common stock upon the conversion of 31,052 shares of Series B Convertible Preferred Stock at a conversion price of $7.7644 and upon the exercise of warrants at $7.7644 for up to 1,999,543 shares (the SPA Issuance Proposal).

Stockholders approved issuing certain shares to CREO Investments LLC under a Common Stock Purchase Agreement, and approved management and a director participation in certain equity offerings pursuant to Nasdaq Listing Rule 5635(c). They also authorized the Board to implement a reverse stock split at a ratio between 2-for-1 and 12-for-1, with the exact ratio to be set by the Board. All proposals received the required votes.

SHF Holdings (SHFS) amended its recent financing terms. On October 14, 2025, the company and the participating investors executed amendments that replace the original warrants with amended and restated warrants, effective as of September 30, 2025.

The change shifts the initial exercisability trigger from six months and one day after the Issuance Date to six months and one day after the Applicable Date. The company states no other warrant terms were modified. Forms of the amendment and the amended warrant were filed as exhibits.

SHF Holdings, Inc. reported several leadership changes and a board restructuring. On September 24, 2025, the company appointed Douglas Beck, age 64, as Principal Accounting Officer. He will continue to serve as Senior Vice President of Finance, Controller, a role he has held since May 2025, with an unchanged annual base salary of $175,000 under the company’s existing equity incentive plan and clawback policies.

The company also appointed Michael Regan as Chief Investment & Strategy Officer and Jeffrey Kay as Chief Marketing Officer on the same date. The board of directors approved a decrease in its size from seven to five members, signaling a move to a smaller board structure without disclosing individual director departures in this excerpt.

SHF Holdings, Inc. entered into a Common Stock Purchase Agreement with CREO Investments LLC allowing the company to sell up to the lesser of $150,000,000 of Class A common stock or 582,899 shares, which represents 19.99% of shares outstanding immediately before signing, until any required stockholder approval is obtained. The agreement functions as an equity financing facility under which SHF can, at its discretion, direct CREO to buy shares over a period of up to 36 months at a price equal to 90% of the lower of the stock’s lowest sale price or volume-weighted average price on specified trading days.

The total purchase commitment may be increased by mutual agreement up to an aggregate of $500,000,000, with SHF issuing additional preferred "CREO Commitment Shares" equal to 0.75% of each $100,000,000 increase. SHF will also issue $1.0 million in stated value of a new series of preferred stock to CREO as consideration for its commitment and has agreed to register the resale of shares issued under the arrangement. The company states it expects to use any net proceeds for working capital and general corporate purposes, subject to Nasdaq’s 19.99% exchange cap unless stockholders approve issuances above that threshold.

SHF Holdings, Inc. entered into a new financing by issuing Convertible Promissory Notes to accredited investors with an aggregate principal amount of $562,500. The notes carry a 20% original issue discount and mature in August 2026, when all outstanding principal and interest are due.

Investors can convert the notes into common stock at a 20% discount to the average VWAP of SHF’s shares over a 20‑day trading period, calculated either before note execution or before a conversion notice, as specified in the notes. The notes include customary default provisions, allow investors to exchange 120% of outstanding principal and interest into securities issued in a future company offering, and grant piggyback registration rights on the underlying common shares. The notes were sold as unregistered securities under Section 4(a)(2) and Regulation D.

SHF Holdings, Inc. filed an amended current report to update its earlier disclosure about a restatement of its financial statements for the quarter ended March 31, 2025. The amendment clarifies that the board’s Audit Committee discussed the restatement with Macias Gini & O’Connell LLP, the company’s independent auditor.

The company previously concluded that its unaudited consolidated financial statements for this period, and related communications, should no longer be relied upon because stock-based compensation expense was calculated using incorrect inputs in the Black‑Scholes option pricing model, specifically the expected term and stock price. Correcting this error is expected to increase operating expenses and net loss for the quarter by about $500,000, and restated financial statements were filed in an amended Form 10‑Q.

SHF Holdings, Inc. reported that its previously issued unaudited financial statements for the three months ended March 31, 2025 can no longer be relied upon. Management and the audit committee identified an error in the calculation of stock-based compensation expense, caused by incorrect expected term and stock price inputs in the Black‑Scholes option pricing model used to value certain stock options.

The company expects this correction to increase previously reported operating expenses and net loss for that quarter by approximately $500,000. SHF Holdings plans to restate the affected financial statements by filing an amended Quarterly Report on Form 10‑Q for the quarter ended March 31, 2025 as soon as practicable.