SHF Holdings adopts employee and director retention plan

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.

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Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Class A common stock par value: $0.0001 per share Warrant exercise price: $230.00 per share Retention Plan approval date: July 29, 2026

3 metrics

Class A common stock par value $0.0001 per share Par value of Class A Common Stock as listed under securities registered

Warrant exercise price $230.00 per share Exercise price for redeemable warrants exercisable for Class A Common Stock

Retention Plan approval date July 29, 2026 Date the board of directors approved the Retention Plan and Retention Agreement

Key Terms

Retention Incentive, Change in Control, Insolvency, general release of claims

4 terms

Retention Incentive financial

"eligible participants may receive a retention incentive (a “Retention Incentive”) that, subject to"

Change in Control financial

"entitles the recipient to a payment ... in the event of a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Insolvency financial

"and an increase to such recipient’s base salary ... during a period of Insolvency"

Insolvency occurs when a person or organization cannot pay their debts as they become due, meaning they don't have enough money or assets to cover what they owe. It is a sign of financial trouble that can lead to legal processes to settle debts. For investors, insolvency is a warning that the entity may struggle to meet its financial commitments, increasing the risk of losing their investment.

general release of claims financial

"execution, delivery and non-revocation of a valid and enforceable general release of claims"

FAQ

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

What did SHFS's board approve on July 29, 2026?

SHFS's board approved a new Retention Plan and a form Retention Agreement. The plan covers key employees and directors of SHF Holdings, Inc. and its subsidiaries, providing defined incentives and compensation adjustments tied to specified events such as a Change in Control or periods of Insolvency.

How does the SHFS (SHFS) retention plan operate in a Change in Control event?

In a Change in Control, eligible SHFS participants may receive a Retention Incentive. The incentive equals a designated percentage of the participant’s base salary or annual board fees, subject to conditions set out in the Retention Plan and the requirement to provide a qualifying general release of claims.

What does the SHFS (SHFS) retention plan provide during Insolvency?

During a period of Insolvency, eligible SHFS participants may receive an increase to compensation. The plan allows increased base salary or annual board fees for covered employees and directors during Insolvency, as defined in the Retention Plan, in addition to potential incentives tied to Change in Control events.

Who is eligible to participate in SHFS's retention plan?

Eligible participants are key employees and directors of SHFS and its subsidiaries. The Retention Plan specifies that certain key personnel may receive Retention Incentives and related compensation adjustments, with detailed eligibility terms and conditions contained in the plan document and the associated Retention Agreement form.

What conditions must SHFS (SHFS) participants meet to receive a Retention Incentive?

Participants must sign and not revoke a general release of claims. Any Retention Incentive payment is conditioned on execution, delivery and non-revocation of a valid, enforceable general release of claims in favor of SHF Holdings, Inc. and its successors and assigns, in a form satisfactory to the company.

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Accepted by SEC EDGAR 08/04/2026 - 05:21 PM

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): July 29, 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.

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 “Retention Plan”) as well as a retention agreement to be used for retention grants under the Retention Plan (the “Retention Agreement”). Pursuant to the Retention Plan, eligible participants may receive a retention incentive (a “Retention Incentive”) that, subject to certain conditions, entitles the recipient to a payment equal to a designated percentage of such recipient’s base salary or annual Board fees, as applicable, in the event of a Change in Control (as defined in the Retention Plan) and an increase to such recipient’s base salary or annual Board fees, as applicable, during a period of Insolvency (as defined in the Retention Plan). The payment of a Retention Incentive will be conditioned upon the recipient’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 Retention Plan and the Retention Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Retention Plan and the 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 Retention Plan
10.2		Form of 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 4, 2026	By:	/s/ Terrance E. Mendez
		Terrance E. Mendez
		Chief Executive Officer and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents