Director buys SHF Holdings preferred and warrants

Rhea-AI Filing Summary

SHF Holdings, Inc. director Richard Carleton entered into a Securities Purchase Agreement on September 30, 2025, under which the company issued and sold to him 13 shares of Series B Convertible Preferred Stock at $800 per share and Series B Warrants to buy 837 shares of common stock at $7.7644 per share. The acquisition of these securities was subject to shareholder approval, which was obtained on November 6, 2025. The Series B Preferred Stock is perpetual. The company later redeemed one share of his Series B Preferred Stock on December 10, 2025 and one share on December 31, 2025, leaving him with 11 Series B Preferred shares reported as of year-end.

Insider Trade Summary

Net Buyer: 850 shares

Net Buy 4 txns

Insider Carleton Richard

Role Director

Bought 850 shs ($10K)

Type	Security	Shares	Price	Value
Other	Series B Convertible Preferred Stock	1	$800.00	$800.00
Other	Series B Convertible Preferred Stock	1	$800.00	$800.00
Purchase	Series B Convertible Preferred Stock	13	$800.00	$10K
Purchase	Series B Warrant to Purchase Common Stock (Right to Buy)	837	$0.00	$0.00

Holdings After Transaction: Series B Warrant to Purchase Common Stock (Right to Buy) — 837 contracts (Direct); Series B Convertible Preferred Stock — 11 contracts (Direct)

Footnotes (5)

1. F1. This transaction is being reported late due to an inadvertent administrative oversight.
2. F2. On September 30, 2025, the Reporting Person entered into a Securities Purchase Agreement with SHF Holdings, Inc. (the "Issuer"), pursuant to which the Issuer issued and sold to the Reporting Person 13 shares of the Issuer's Series B Convertible Preferred Stock (the "Series B Preferred Stock") and common stock purchase warrants (the "Series B Warrants") to initially acquire up to 837 shares of the Issuer's common stock on the same terms and conditions as the other participants in the transaction. The Reporting Person's acquisition of the Series B Preferred Stock and the Series B Warrant was subject to shareholder approval, which was obtained on November 6, 2025.
3. F3. The Series B Preferred Stock is perpetual and therefore has no expiration date.
4. F4. On December 10, 2025, the Issuer redeemed one share of the Reporting Person's Series B Preferred Stock in accordance with the terms of the Series B Preferred Stock's Certificate of Designation.
5. F5. On December 31, 2025, the Issuer redeemed one share of the Reporting Person's Series B Preferred Stock in accordance with the terms of the Series B Preferred Stock's Certificate of Designation.

Key Figures

Series B Preferred purchased: 13 shares at $800 each Series B Warrants acquired: 837 warrants at $7.7644 strike Shareholder approval date: November 6, 2025 +5 more

8 metrics

Series B Preferred purchased 13 shares at $800 each Issued September 30, 2025 under Securities Purchase Agreement

Series B Warrants acquired 837 warrants at $7.7644 strike Initially exercisable into 837 common shares

Shareholder approval date November 6, 2025 Approval required for Series B Preferred and warrant acquisition

Preferred redemptions 1 share on December 10, 2025 Redemption under Series B Certificate of Designation

Second preferred redemption 1 share on December 31, 2025 Further redemption under same terms

Preferred shares after redemptions 11 shares Total Series B Preferred held following December 31, 2025

Warrant exercisability date May 11, 2026 Series B Warrants become exercisable on this date

Warrant expiration date May 10, 2029 Series B Warrants expire on this date

Key Terms

Series B Convertible Preferred Stock, Series B Warrants, Securities Purchase Agreement, Certificate of Designation, +1 more

5 terms

Series B Convertible Preferred Stock financial

"13 shares of the Issuer's Series B Convertible Preferred Stock"

Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.

Series B Warrants financial

"common stock purchase warrants (the "Series B Warrants") to initially acquire up to 837 shares"

Series B warrants are contracts issued alongside a company's Series B financing that give the holder the right to buy a set number of shares at a fixed price within a specified time. For investors, they matter because they can provide leveraged upside if the company grows, or they can dilute existing shareholders when exercised—like a coupon promising a future share at a known price that can add value or change ownership stakes.

Securities Purchase Agreement financial

"the Reporting Person entered into a Securities Purchase Agreement with SHF Holdings, Inc."

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Certificate of Designation regulatory

"in accordance with the terms of the Series B Preferred Stock's Certificate of Designation"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

perpetual financial

"The Series B Preferred Stock is perpetual and therefore has no expiration date"

Perpetual describes a financial instrument or obligation that has no fixed end date and can continue indefinitely unless the issuer chooses to end it. For investors, that means there is no scheduled return of principal, so value depends on ongoing payments, issuer stability and market interest rates—similar to receiving rent from a property with no set sale date. Perpetual instruments often pay higher yields to compensate for that open-ended risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SHF Holdings (SHFS) director Richard Carleton acquire in this Form 4?

Director Richard Carleton acquired 13 shares of Series B Convertible Preferred Stock at $800 per share and Series B Warrants to purchase 837 common shares at $7.7644. These securities were issued directly by SHF Holdings, Inc. under a Securities Purchase Agreement.

When were the SHFS Series B Preferred and warrant purchases approved by shareholders?

Carleton’s acquisition of the Series B Preferred Stock and Series B Warrants was subject to shareholder approval, which was obtained on November 6, 2025. The agreement itself was entered on September 30, 2025, but effectiveness depended on that shareholder approval.

What are the key terms of the Series B Warrants reported for SHFS?

The reported Series B Warrants initially allow Richard Carleton to acquire 837 shares of SHF Holdings common stock at a $7.7644 exercise price. The warrants become exercisable on May 11, 2026 and expire on May 10, 2029, according to the Form 4 data.

How many SHFS Series B Preferred shares does the director hold after these transactions?

After these transactions and redemptions, Richard Carleton reports holding 11 shares of Series B Convertible Preferred Stock. He originally acquired 13 shares, then the company redeemed one share on December 10, 2025 and another on December 31, 2025.

What redemptions of SHFS Series B Preferred Stock occurred for the director in 2025?

SHF Holdings redeemed one share of Carleton’s Series B Preferred Stock on December 10, 2025 and another one share on December 31, 2025. Both redemptions were carried out in accordance with the Series B Certificate of Designation terms.

Does the SHFS Series B Convertible Preferred Stock have an expiration date?

The Form 4 notes that the Series B Convertible Preferred Stock is perpetual and therefore has no expiration date. This contrasts with the Series B Warrants, which carry a stated exercisability date and expiration date for common stock purchases.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/08/2026 - 09:56 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Carleton Richard

(Last) (First) (Middle)

689359 18TH SIDEROAD

(Street)

CLARKSBURG N0H 1J0

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	$7.7644	09/30/2025(1)(2)		P		13		09/30/2025	(3)	Common Stock	1,674	$800	13	D
Series B Warrant to Purchase Common Stock (Right to Buy)	$7.7644	09/30/2025(1)(2)		P		837		05/11/2026	05/10/2029	Common Stock	837	$0	837	D
Series B Convertible Preferred Stock	$7.7644	12/10/2025(1)		J(4)			1	09/30/2025	(3)	Common Stock	1,546	$800	12	D
Series B Convertible Preferred Stock	$7.7644	12/31/2025(1)		J(5)			1	09/30/2025	(3)	Common Stock	1,418	$800	11	D

Explanation of Responses:

1. This transaction is being reported late due to an inadvertent administrative oversight.

2. On September 30, 2025, the Reporting Person entered into a Securities Purchase Agreement with SHF Holdings, Inc. (the "Issuer"), pursuant to which the Issuer issued and sold to the Reporting Person 13 shares of the Issuer's Series B Convertible Preferred Stock (the "Series B Preferred Stock") and common stock purchase warrants (the "Series B Warrants") to initially acquire up to 837 shares of the Issuer's common stock on the same terms and conditions as the other participants in the transaction. The Reporting Person's acquisition of the Series B Preferred Stock and the Series B Warrant was subject to shareholder approval, which was obtained on November 6, 2025.

3. The Series B Preferred Stock is perpetual and therefore has no expiration date.

4. On December 10, 2025, the Issuer redeemed one share of the Reporting Person's Series B Preferred Stock in accordance with the terms of the Series B Preferred Stock's Certificate of Designation.

5. On December 31, 2025, the Issuer redeemed one share of the Reporting Person's Series B Preferred Stock in accordance with the terms of the Series B Preferred Stock's Certificate of Designation.

	/s/ Richard Carleton	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 4 (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 4: SEC 1474 (03-26)