SHF Holdings (NASDAQ: SHFS) CMO discloses 2 stock option grants

Rhea-AI Filing Summary

SHF Holdings, Inc. filed an initial ownership report for Chief Marketing Officer Kay Jeffrey R., detailing stock option awards tied to common stock. The filing shows options to acquire 25,824 shares at $2.40 per share expiring in 2035, and options to acquire 23,781 shares at $2.22 per share, also expiring in 2035.

Footnotes explain that the options were granted on April 7, 2025 and August 7, 2025, and vest at a rate of 33.3% per year beginning December 31, 2025. These entries reflect holdings rather than new market purchases or sales.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kay Jeffrey R.

Role Chief Marketing Officer

Type	Security	Shares	Price	Value
holding	Stock Option (Right to Buy)	--	--	--
holding	Stock Option (Right to Buy)	--	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 23,781 shares (Direct, null)

Footnotes (1)

1. Stock options granted on April 7, 2025 that vest at a rate of 33.3% per year commencing on December 31, 2025. Stock options granted on August 7, 2025 that vest at a rate of 33.3% per year commencing on December 31, 2025.

Key Figures

Underlying shares (grant 1): 25,824 shares Underlying shares (grant 2): 23,781 shares Exercise price grant 1: $2.40 per share +4 more

7 metrics

Underlying shares (grant 1) 25,824 shares Stock Option (Right to Buy), exercise price $2.40, expiration 2035-08-07

Underlying shares (grant 2) 23,781 shares Stock Option (Right to Buy), exercise price $2.22, expiration 2035-04-07

Exercise price grant 1 $2.40 per share Stock Option (Right to Buy) on common stock

Exercise price grant 2 $2.22 per share Stock Option (Right to Buy) on common stock

Vesting rate 33.3% per year Options vest annually beginning December 31, 2025

Grant dates April 7, 2025 and August 7, 2025 Option grants to Chief Marketing Officer

Expiration dates 2035-04-07 and 2035-08-07 Option terms for SHF Holdings, Inc. common stock

Key Terms

Stock Option (Right to Buy), underlying security, exercise price, vesting, +1 more

5 terms

Stock Option (Right to Buy) financial

"security_title: "Stock Option (Right to Buy)" tied to common stock"

underlying security financial

"underlying_security_title: "Common Stock" and underlying_security_shares figures"

exercise price financial

"conversion_or_exercise_price values of 2.4000 and 2.2200 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

vesting financial

"options "vest at a rate of 33.3% per year" commencing December 31, 2025"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

expiration date financial

"expiration_date entries in 2035 for each stock option grant"

The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Kay Jeffrey R.

(Last) (First) (Middle)

C/O SHF HOLDINGS, INC.

1526 COLE BLVD., SUITE 250

(Street)

GOLDEN COLORADO 80401

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2025

3. Issuer Name and Ticker or Trading Symbol
SHF Holdings, Inc. [ SHFS ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Marketing Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	04/07/2035	Common Stock	23,781	$2.22	D
Stock Option (Right to Buy)	(2)	08/07/2035	Common Stock	25,824	$2.4	D

Explanation of Responses:

1. Stock options granted on April 7, 2025 that vest at a rate of 33.3% per year commencing on December 31, 2025.

2. Stock options granted on August 7, 2025 that vest at a rate of 33.3% per year commencing on December 31, 2025.

Remarks:

The Reporting Person was appointed as the Chief Marketing Officer of SHF Holdings, Inc. on September 24, 2025. This Form 3 is being filed late due to an inadvertent administrative oversight. Upon discovery of the oversight, the Reporting Person is filing this Form 3 promptly and intends to comply with all future filing requirements under Section 16(a) of the Securities Exchange Act of 1934.

	/s/ Jeffrey R. Kay	05/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does SHFS Chief Marketing Officer Kay Jeffrey R. report on this Form 3?

The Form 3 reports stock option holdings for SHFS Chief Marketing Officer Kay Jeffrey R. It lists two option grants tied to common stock, including their exercise prices, expiration dates, and vesting schedule, establishing his initial derivative ownership position as an officer.

How many SHFS shares underlie the stock options reported on this Form 3?

The filing shows options over 25,824 underlying common shares at one exercise price and 23,781 underlying common shares at another. These counts represent the number of SHF Holdings, Inc. common shares tied to the respective option awards disclosed.

What are the exercise prices and expiration dates of the SHFS options held by Kay Jeffrey R.?

One option grant has an exercise price of $2.40 per share and an expiration date in 2035. The other has an exercise price of $2.22 per share, also expiring in 2035, defining the terms under which shares can be purchased.

How do the SHFS stock options for Kay Jeffrey R. vest?

Footnotes state the options granted on April 7, 2025 and August 7, 2025 vest at 33.3% per year, starting on December 31, 2025. This means the options become exercisable gradually over three years, subject to continued vesting conditions.

Does this SHFS Form 3 show insider buying or selling activity?

The Form 3 lists holding entries for stock options, not open-market buying or selling. Transaction codes are not classified as purchases or sales, and the transaction summary shows no buy or sell counts, indicating this is an initial ownership disclosure of derivative awards.