SHF Holdings delays 2025 10-K; files Form 12b-25

SHF Holdings, Inc. filed a Form 12b-25 notifying the SEC it cannot timely file its Annual Report on Form 10-K for the year ended December 31, 2025 because a significant 2026 transaction requires recognition in the 2025 financial statements.

Accepted by SEC EDGAR 03/31/2026 - 06:24 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

SHF Holdings, Inc. filed a Form 12b-25 notifying the SEC it cannot timely file its Annual Report on Form 10-K for the year ended December 31, 2025 because a significant 2026 transaction requires recognition in the 2025 financial statements. The company expects to file within the 15-calendar-day extension provided by Rule 12b-25.

Key Figures

Fiscal period affected: December 31, 2025 Extension period: 15-calendar-day extension Notification date: March 31, 2026 +2 more

5 metrics

Fiscal period affected December 31, 2025 Year ended date for the delayed Form 10-K

Extension period 15-calendar-day extension Rule 12b-25 extension the company expects to use

Notification date March 31, 2026 Date the Form 12b-25 was signed

Previously unfiled reports Form 10-K (2024) and Form 10-Q (Q1 2025) Reports identified as not filed in the preceding 12 months

Company telephone (303) 431-3435 Phone number listed for Terrance Mendez

Key Terms

Rule 12b-25, Form 12b-25, Form 10-K, forward-looking statements

4 terms

Rule 12b-25 regulatory

"expects to file the Form 10-K within the fifteen-calendar-day extension provided under Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 12b-25 regulatory

"FORM 12b-25 NOTIFICATION OF LATE FILING"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Form 10-K regulatory

"unable to file its Annual Report on Form 10-K for the year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

forward-looking statements financial

"This Form 12b-25 includes “forward-looking statements,” which may be identified by the use of words such as “anticipates”"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

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

Why did SHFS file a Form 12b-25 for the 2025 10-K?

SHFS says a significant transaction closed in 2026 requires accounting recognition in 2025 financials. The company needs extra time to complete accounting and presentation work before filing the Form 10-K.

When does SHF Holdings expect to file the delayed 2025 Form 10-K (SHFS)?

The company expects to file within the 15-calendar-day extension under Rule 12b-25. That extension applies from the prescribed due date and permits a limited additional filing window.

Has SHFS missed other SEC reports in the past 12 months?

Yes. The filing states SHFS did not file its Form 10-K for fiscal 2024 and its Form 10-Q for the quarter ended March 31, 2025. Those prior reports remain outstanding according to the notice.

Does the Form 12b-25 indicate changes to reported results for 2025?

The company indicates the need to reflect the 2026 transaction in 2025 statements and flags the possibility of different results after further procedures. No quantitative revisions are provided in the notice.

Who signed the Form 12b-25 for SHF Holdings (SHFS)?

The Form 12b-25 was signed by Terrance Mendez, who is identified as Chief Executive Officer and Chief Financial Officer of SHF Holdings, Inc., on March 31, 2026.

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

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UNITED STATES	SEC FILE NUMBER
SECURITIES AND EXCHANGE COMMISSION	001-40524
Washington, D.C. 20549	CUSIP NUMBER 824430300

FORM 12b-25

NOTIFICATION OF LATE FILING

	(Check one):		☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
			For Period Ended:	December 31, 2025
			☐ Transition Report on Form 10-K
			☐ Transition Report on Form 20-F
			☐ Transition Report on Form 11-K
			☐ Transition Report on Form 10-Q
			☐ Transition Report on Form N-SAR
			For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: Not applicable.

PART I — REGISTRANT INFORMATION

SHF HOLDINGS, INC.

Full Name of Registrant

N/A

Former Name if Applicable

1526 Cole Blvd., Suite 250

Address of Principal Executive Office (Street and Number)

Golden, Colorado 80401

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)

As of March 31, 2026, SHF Holdings, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”) within the prescribed time period without unreasonable effort or expense. The Company finalized a significant transaction in 2026 that, under applicable accounting guidance, requires recognition in the Company’s 2025 financial statements. The Company requires additional time to complete the accounting for this transaction and ensure adequate presentation of the related financial information in the Form 10-K. The Company expects to file the Form 10-K within the fifteen-calendar-day extension period provided under Rule 12b-25.

The Company currently expects to file the Form 10-K for the year ended December 31, 2025, within the fifteen-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

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PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

	Terrance Mendez, Chief Executive Officer and Chief Financial Officer		(303)		431-3435
	Name		(Area Code)		(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☐ Yes ☒ No The Company’s (i) Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and (ii) Quarterly Report on Form 10-Q for the three months ended March 31, 2025.

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 12b-25 includes “forward-looking statements,” which may be identified by the use of words such as “anticipates,” “will,” “believes,” “intends,” “plans,” “expects” and other similar words and expressions that predict or indicate future events or trends that are not statements of historical matters. These forward-looking statements include statements and expectations about the Company’s results and the timing of the filing of its Annual Report on Form 10-K for the period ended December 31, 2025. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Such risks and uncertainties include, without limitation, the risk that, upon completion of further procedures, the financial results for the period ended December 31, 2025 are different than the results described in this Form 12b-25, the risk that the Company is unable to complete its closing procedures in a timely manner to file its Annual Report on Form 10-K as indicated in this Form 12b-25, as well as those risks and uncertainties described in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) and similar disclosures in subsequent periodic and current reports filed with the SEC, which are available on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made. The Company disclaims any obligation to update or correct any forward-looking statements made herein due to the occurrence of events after the issuance of this report except as required under federal securities laws.

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SHF HOLDINGS, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 31, 2026	By:	/s/ Terrance Mendez
		Terrance Mendez
		Chief Executive Officer and Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other fully authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

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