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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 14, 2026
SHF
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
| 001-40524 |
|
86-2409612 |
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1526
Cole Blvd., Suite 250
Golden,
Colorado 80401
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (303) 431-3435
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Class A Common Stock, $0.0001 par value per share |
|
SHFS |
|
The Nasdaq Stock Market
LLC |
| Redeemable Warrants, each whole warrant exercisable
for one share of Class A Common Stock at an exercise price of $230.00 per share |
|
SHFSW |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
previously disclosed, on July 29, 2026, the board of directors (the “Board”) of SHF Holdings, Inc. (the “Company”)
approved a retention plan for key employees and directors of the Company and its subsidiaries (the “Original Retention Plan”)
as well as a retention agreement to be used for retention grants (a “Retention Incentive”) under the Original Retention Plan
(the “Original Retention Agreement”). On August 14, 2026, the Board adopted an amended and restated Retention Plan (the “A&R
Retention Plan”) as well as an amended and restated version of the Original Retention Agreement (the “A&R Retention Agreement”
and, together with the A&R Retention Plan, the “A&R Retention Plan Documents”).
Under
the terms of the A&R Retention Plan Documents, directors are ineligible for Retention Incentives.
Under
the A&R Retention Plan, a determination of Insolvency (as defined in the A&R Retention Plan) by the Chief Executive Officer must
be approved by the Board.
Further,
the definition of a “Change in Control” was also amended to remove a reference to a shareholder-approved liquidation of substantially
all the net assets of the Company. As such, the A&R Retention Plan will not compensate a participant in the event of a shareholder-approved
liquidation.
The
Board canceled, ab initio, each director’s Original Retention Agreement.
Pursuant
to the A&R Retention Plan, eligible employees may receive a Retention Incentive that, subject to certain conditions, entitles the
recipient to a payment equal to a designated percentage of such employee’s base salary in the event of a Change in Control (as
defined in the A&R Retention Plan) and an increase to such employee’s base salary during a period of Insolvency. The payment
of a Retention Incentive will be conditioned upon the employee’s execution, delivery and non-revocation of a valid and enforceable
general release of claims against the Company and its successors and assigns in form and substance satisfactory to the Company.
The
foregoing summaries of the A&R Retention Plan and the A&R Retention Agreement do not purport to be complete and are qualified
in their entirety by reference to the full text of the A&R Retention Plan and the A&R Retention Agreement, copies of which are
attached as Exhibit 10.1 and Exhibit 10.2 hereto, respectively.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 10.1 |
|
SHF, LLC Amended and Restated Employee Retention Plan |
| 10.2 |
|
Form of Employee Retention Agreement |
| 104 |
|
Cover Page Interactive
Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
SHF HOLDINGS,
INC. |
| |
|
|
| Date: August 19, 2026 |
By: |
/s/ Terrance
E. Mendez |
| |
|
Terrance E. Mendez |
| |
|
Chief Executive Officer and Chief Financial Officer |
