SHF Holdings CEO receives 91,751-share option tied to $4M financing

Rhea-AI Filing Summary

SHF Holdings, Inc. reporting person Terrance Elliot Mendez, who serves as a director, CEO and interim CFO, disclosed receipt of a stock option on 08/07/2025. The option covers 91,751 shares of common stock with an exercise price of $2.40 per share and shows 91,751 shares beneficially owned following the transaction in a direct capacity. The option has an expiration/exercisable reference of 08/06/2035 and vests 100% only upon the issuer completing an equity financing that raises at least $4 million. The Form 4 is signed by Mr. Mendez on 09/17/2025.

Positive

• Significant equity incentive: Grant of 91,751 options aligns the CEO/interim CFO and director with shareholder value creation.
• Performance-linked vesting: 100% vesting tied to a financing of at least $4 million delays dilution until a capital-raising milestone is met.

Negative

• Contingent vesting: Option vests only if the issuer raises at least $4 million, so the award may not vest if the financing does not occur.
• Potential future dilution: If the financing condition is met, up to 91,751 shares could be issued upon exercise, increasing outstanding shares.

Insights

Securities Analyst

TL;DR: Insider received a sizable option grant that is contingent on a $4M financing, aligning incentives but conditional on capital raise.

The option covering 91,751 shares at a $2.40 exercise price materially links the reporting persons compensation to a successful financing event. From a securities perspective, the grant is a standard equity incentive disclosed under Section 16. The contingency (100% vesting only upon at least $4 million of gross proceeds) reduces immediate dilution risk until the financing condition is met, but it creates potential future dilution if the financing occurs. For investors, the key material elements are the option size, the exercise price, the vesting condition tied to a financing threshold, and the direct beneficial ownership reported after the grant.

Corporate Governance Expert

TL;DR: Grant to CEO/interim CFO and director ties management incentives to capital-raising success, but vesting contingency creates execution risk.

Granting an option to a senior officer and director is a governance action that aligns executive and shareholder interests when structured with clear milestones. The 100% vest-on-financing clause signals the companys emphasis on securing capital before the grant fully vests, which can be governance-positive by making vesting performance-linked. However, the dependency on a specific financing threshold means the award may never vest absent the financing, which creates uncertainty about its eventual impact on dilution and executive compensation expense.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mendez Terrance Elliot

(Last) (First) (Middle)

1526 COLE BLVD,

SUITE 250

(Street)

GOLDEN CO 80401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SHF Holdings, Inc. [ SHFS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$2.4	08/07/2025		A		91,751		(1)	08/06/2035	Common Stock	91,751	$0	91,751	D

Explanation of Responses:

1. The stock option vests 100% on upon the Issuer's successful completion of an equity financing that results in gross proceeds to the Issuer of at least $4 million.

	/s/ Terrance Mendez	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did SHF Holdings insider Terrance Mendez report on Form 4?

He reported receipt of a stock option for 91,751 shares at an exercise price of $2.40 per share, with 91,751 shares beneficially owned following the grant.

When does the option vest for the SHF Holdings grant?

The option vests 100% upon the issuers successful completion of an equity financing that results in gross proceeds of at least $4 million.

What is the exercisable/expiration reference for the option reported?

The Form 4 shows a reference date of 08/06/2035 associated with the option and the transaction date of 08/07/2025.

What roles does the reporting person hold at SHF Holdings?

Terrance Elliot Mendez is reported as a director, CEO, and interim CFO of the issuer.

When was the Form 4 signed?

The Form 4 is signed by Terrance Mendez on 09/17/2025.