SHF Holdings, Inc. (SHFSW) SEC Filings

SHF Holdings, Inc. (SHFS) filed a certificate amendment that effected a 1-for-12 reverse stock split of its common stock. The amendment became effective at 12:01 a.m. Eastern Time on September 30, 2026.

Stockholders had approved the split on November 6, 2025, and the board approved it on September 16, 2026.

SHF Holdings, Inc. (SHFS) says its board approved a 1-for-12 reverse stock split of its common stock, expected to become effective at 12:01 a.m. Eastern Time on September 30, 2026. The board retains discretion to delay or abandon the split. Stockholders approved it at a special meeting on November 6, 2025. At the effective time, every twelve issued and outstanding shares will be combined into one share.

SHFS common stock is expected to begin trading on a split-adjusted basis on the Nasdaq Stock Market LLC on September 30, 2026, under its existing ticker symbol. No fractional shares will be issued; holders who otherwise would receive fractional shares will receive shares rounded up to the nearest whole share.

SHF Holdings, Inc. (SHFS) reported that its board adopted an amended and restated employee retention structure on August 14, 2026. The amended and restated Retention Plan and related Retention Agreement (together, the A&R Retention Plan Documents) replace the prior director-and-employee plan approved July 29, 2026.

Under the new terms, directors are no longer eligible for Retention Incentives, and all director retention agreements were canceled ab initio. Eligible employees may receive a Retention Incentive, generally a designated percentage of base salary, upon a qualifying Change in Control and may receive a base-salary increase during periods of Insolvency, subject to conditions. The chief executive officer’s determination of Insolvency now requires board approval.

The definition of Change in Control was amended to remove shareholder-approved liquidation of substantially all net assets, so the plan does not pay retention benefits in that scenario. Payments are conditioned on the employee executing and not revoking a general release of claims in favor of the company and its successors.

SHF Holdings, Inc. received an amended institutional ownership report from M3 Funds, LLC, M3 Partners, L.P., M3F, Inc., Jason A. Stock, and William C. Waller regarding its Class A Common Stock. The group reports beneficial ownership of 308,000 shares, representing 4.77% of the class, with shared voting and dispositive power over all reported shares. The filing states that the group now holds 5 percent or less of this class of securities.

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., a cannabis-focused financial services platform, reported modestly higher revenue but continued losses for the three and six months ended June 30, 2026. Revenue was $1.9 million in Q2 and $3.9 million year-to-date, while the six-month net loss reached $3.3 million.

Cash and cash equivalents were $5.7 million and stockholders’ equity $6.1 million as of June 30, 2026, after operating activities used $2.8 million of cash. The company relies heavily on Partner Colorado Credit Union, which provided 92.7% of six-month revenue. Management cites recurring losses, negative operating cash flow, a large accumulated deficit, and possible litigation effects as factors creating substantial doubt about its ability to continue as a going concern, despite access to a $150.0 million equity line of credit and identified cost-control measures.

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. has filed an amended Form S-1 to register 21,517,377 shares of Class A common stock for potential resale by selling stockholders, all issuable upon exercise of Series B Warrants at a $0.65 Voluntarily Reduced Exercise Price through July 31, 2026.

The company is not selling shares itself and will receive no proceeds from resales, but could collect about $15.5 million in cash if all Series B Warrants are exercised at the reduced price. Shares outstanding were 12,332,955 as of July 14, 2026. SHF highlights recurring operating losses, substantial indemnification exposure on a $52.1 million cannabis loan portfolio, and an auditor going‑concern paragraph. It also discloses Nasdaq bid‑price noncompliance and a proposed new $5 million market‑cap rule that together could threaten its listing and access to a $150 million equity line of credit.