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SHF Holdings Inc SEC Filings

SHFS NASDAQ

SHF Holdings, Inc. filings document Safe Harbor's cannabis-focused financial technology business, including compliant banking services, lending programs, deposit-related activity, payments initiatives, and services offered to cannabis-related businesses and financial institutions. Current reports record operating results, product and platform announcements, amendments to commercial arrangements, and Nasdaq listing-compliance matters.

The company's SEC record also covers capital structure and governance. Registration and 8-K filings disclose Class A common stock, redeemable warrants, Series B convertible preferred stock, warrant terms, and related registration matters. Proxy materials describe director elections, auditor ratification, board governance, and annual meeting voting, while other filings address code-of-ethics amendments and risk-related disclosure areas tied to a regulated cannabis financial services platform.

Rhea-AI Summary

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.

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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.

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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.

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SHF Holdings (SHFS) filed its Q3 2025 report showing lower revenue but a cleaner balance sheet after significant liability actions. Revenue for the quarter was $1.83 million versus $3.48 million a year ago, as account fees, loan interest and investment income all declined. The company reported net income of $0.18 million in Q3, compared with $0.35 million last year. For the first nine months, revenue was $5.61 million versus $11.57 million a year ago, and the company posted a net loss of $1.58 million versus income of $3.35 million last year.

SHF reshaped its capital structure. Total liabilities fell to $6.67 million from $25.51 million at year‑end, aided by a $10.75 million debt cancellation exchanged for Series B preferred stock and warrants and gains related to convertible notes. Stockholders’ equity improved to $7.00 million from a $(12.29) million deficit. Cash was $0.86 million at quarter‑end, and $5.91 million of Series B proceeds were collected after quarter‑end per the agreement. Shares outstanding were 3,081,076 as of November 10, 2025.

The amended PCCU alliance remains central: PCCU represented 88.0% of Q3 revenue and 85.4% year‑to‑date. The amendment removed indemnification obligations, changed fees to an asset‑hosting model, and introduced a loan yield split formula.

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Rhea-AI Summary

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.

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SHF Holdings (SHFS) filed a resale prospectus registering up to 46,153,846 shares of Class A common stock for potential offer and sale by CREO Investments LLC. The shares relate to an equity line under a Common Stock Purchase Agreement, where SHF may, at its discretion, issue and sell shares to CREO after the commencement date.

SHF is not selling securities in this prospectus and will not receive proceeds from CREO’s resales. Separately, SHF may receive up to $150.0 million in aggregate gross proceeds from CREO through sales under the Purchase Agreement, which may be increased by mutual agreement to up to $500.0 million. An amendment requires SHF to apply 25% of any net cash proceeds from such sales toward the redemption of its Series B Convertible Preferred Stock. The purchase price to CREO will vary with the market price at the time of each sale, and substantial issuances and resales could cause dilution and may impact the stock price.

Shares outstanding were 2,953,473 as of October 16, 2025. SHF notes significant risk factors, including going concern uncertainties, internal control material weaknesses, potential dilution from future issuances, and prior Nasdaq compliance matters.

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SHF Holdings, Inc. registered 424,891 shares of Class A common stock on Form S-8 for issuance under its Amended and Restated – 2022 Equity Incentive Plan. The filing follows stockholder approval on July 8, 2025 of an amendment to the plan.

The registered amount includes 274,891 newly authorized shares and 150,000 shares tied to the maximum aggregate from the first three Automatic Increases after this filing. Beginning on January 1, 2026, the plan will automatically increase on the first trading day of each year, and upon a Dilution Event, to maintain total plan shares at 15% of outstanding Common Stock as of the prior year-end, subject to a 50,000-share annual cap.

The filing incorporates by reference the company’s prior S-8 (File No. 333-276311) and other periodic reports.

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SHF Holdings, Inc. called a virtual special meeting on November 6, 2025 to seek stockholder approval for several capital actions. The Board asks approval to increase authorized Class A Common Stock from 130,000,000 to 1,000,000,000 and to authorize a reverse stock split at a ratio between 2‑for‑1 and 12‑for‑1, at the Board’s discretion.

Stockholders are also asked to approve issuances under a September 30, 2025 Securities Purchase Agreement: conversion of 31,052 shares of Series B Preferred Stock into up to 3,999,291 common shares and exercise of SPA Warrants for up to 1,999,555 shares. If the management participation item is approved, total shares issuable to Buyers could reach 5,998,846; otherwise 5,943,977. A separate proposal seeks approval to issue shares to CREO under a Purchase Agreement with a $150,000,000 total purchase commitment, with an Exchange Cap of 582,899 shares unless stockholders approve exceeding it.

As of the October 14, 2025 record date, 2,953,473 common shares were outstanding. The Board recommends voting “FOR” each proposal.

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SHF Holdings, Inc. filed a Form S-1 registering 52,280,646 shares of Class A common stock for resale by selling stockholders. The registered shares include 49,993,585 shares issuable upon conversion of Series B Convertible Preferred Stock at a potential floor conversion price of $1.5528, 1,999,544 shares underlying Series B Warrants at a floor exercise price of $1.5528, 250,000 shares underlying Abaca Warrants at a $40.00 exercise price, and 37,517 shares issued to Abaca holders.

The company is not selling any securities in this prospectus and will not receive proceeds from resales by the selling stockholders. SHF would receive cash only if warrants are exercised for cash, which would result in approximately $24.6 million in gross proceeds at the stated floor exercise price, subject to whether and when exercises occur. SHFS trades on Nasdaq under “SHFS”; the last reported price on October 17, 2025 was $3.78 per share.

The prospectus highlights risks including interest rate sensitivity, reliance on banking partners serving cannabis-related businesses, material weaknesses in internal controls, Nasdaq compliance considerations, and going concern uncertainty.

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SHF Holdings, Inc. filed an amended S-1 to register 46,153,846 shares of Class A common stock for potential resale by CREO Investments LLC under a Common Stock Purchase Agreement. The company is not selling any securities in this prospectus and will not receive proceeds from CREO’s resales. Separately, SHF may sell shares to CREO after the commencement date and may receive up to $150.0 million in aggregate gross proceeds under the equity line, which the parties may agree to increase to $500.0 million. As consideration, SHF agreed to issue $1.0 million stated value of a new series of preferred stock as CREO Commitment Shares.

Recent actions include a Securities Purchase Agreement for Series B Preferred Stock and warrants with an aggregate purchase price of approximately $28.8 million, resulting in approximately $6.3 million in additional cash and net proceeds of about $6.1 million. SHF also exchanged about $10.7 million of PCCU debt for Series B Preferred Stock and a warrant, and reports that, following these steps, Nasdaq informed the company it has regained compliance with the Rule 5550(b)(1) equity standard. The prospectus highlights potential dilution and stock price impact from sales under the equity line.

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FAQ

How many SHF Holdings (SHFS) SEC filings are available on StockTitan?

StockTitan tracks 43 SEC filings for SHF Holdings (SHFS), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for SHF Holdings (SHFS)?

The most recent SEC filing for SHF Holdings (SHFS) was filed on March 3, 2026.