SHF Holdings, Inc. director Richard Carleton entered into a Securities Purchase Agreement on September 30, 2025, under which the company issued and sold to him 13 shares of Series B Convertible Preferred Stock at $800 per share and Series B Warrants to buy 837 shares of common stock at $7.7644 per share. The acquisition of these securities was subject to shareholder approval, which was obtained on November 6, 2025. The Series B Preferred Stock is perpetual. The company later redeemed one share of his Series B Preferred Stock on December 10, 2025 and one share on December 31, 2025, leaving him with 11 Series B Preferred shares reported as of year-end.
SHF Holdings, Inc. reported that PAO SVP of Finance Controller Douglas Beck received a grant of stock options covering 45,875 shares of common stock at an exercise price of $2.40 per share. The options were granted on August 7, 2025 and were subject to a financing vesting condition tied to an equity financing that generated at least $4 million in gross proceeds for the company. This condition was met on September 30, 2025, causing the options to vest 100% on that date. Following this compensation-related award, Beck holds 45,875 stock options directly, with an expiration date of August 7, 2035. The filing notes the transaction was reported late due to an administrative oversight.
SHF Holdings, Inc. executive Michael Regan, Chief Investment & Strategy Officer, reported his initial beneficial ownership on a Form 3. He holds a stock option to buy 7,326 shares of common stock at an exercise price of $6.40 per share, expiring on March 10, 2035. The options were granted on March 10, 2025 and vest at a rate of 33.3% per year starting December 31, 2025, indicating this is a compensation award rather than an open-market trade.
SHF Holdings, Inc. filed an initial ownership report for Chief Marketing Officer Kay Jeffrey R., detailing stock option awards tied to common stock. The filing shows options to acquire 25,824 shares at $2.40 per share expiring in 2035, and options to acquire 23,781 shares at $2.22 per share, also expiring in 2035.
Footnotes explain that the options were granted on April 7, 2025 and August 7, 2025, and vest at a rate of 33.3% per year beginning December 31, 2025. These entries reflect holdings rather than new market purchases or sales.
SHF Holdings, Inc. filed an initial insider ownership report for Douglas Beck, who serves as PAO SVP of Finance Controller. This Form 3 identifies him as a reporting person for the company’s stock. The filing does not list any buy, sell, or other share transactions.
SHF Holdings, Inc. will hold its 2026 virtual annual stockholders meeting on June 17, 2026 at 7:30 a.m. Mountain Daylight Time. Stockholders as of April 30, 2026 may vote on electing two Class II directors and ratifying Macias, Gini & O’Connell LLP as independent auditor for 2026.
The board is majority independent, with staggered three-year terms and fully independent audit, compensation, and nominating committees. The company details executive and director compensation, including equity awards, and discloses an ongoing Abaca merger-related lawsuit where a court upheld counterclaims on the validity of a merger amendment and related breach, with damages to be determined.
SHF Holdings, Inc. has filed a Form S-1 registering 22,598,184 shares of Class A common stock for resale by selling stockholders. This includes 21,517,377 shares underlying Series B Warrants at a temporarily reduced exercise price of $0.65 and 1,080,807 shares issued to Partner Colorado Credit Union.
The company will not receive proceeds from stockholder resales but could receive up to approximately $15.3 million if all Series B Warrants are exercised for cash. The filing highlights sharp revenue declines, a substantial doubt going-concern warning tied to recurring losses, significant 65% loan-loss indemnification exposure under the Second Amended CAA, and heightened Nasdaq delisting risk from a sub‑$1.00 share price and a proposed $5 million minimum market cap rule.
SHF Holdings, Inc. is temporarily lowering the economics on a prior financing. The company voluntarily reduced the conversion price of its Series B Convertible Preferred Stock to $0.65 per share from May 6, 2026 through July 31, 2026.
It also reduced the cash exercise price of the related Series B Warrants to $0.65 per share, effective during a period that will run from SEC effectiveness of a planned Form S-1 registration statement until July 31, 2026. The Board and the Required Holder under the Securities Purchase Agreement approved these temporary changes and may delay the start of the reduction periods if needed to comply with applicable laws and regulations.
SHF Holdings, Inc. (Safe Harbor) filed an 8-K to highlight the expansion of its lending platform for cannabis-related businesses. The company is adding products such as commercial real estate financing, working capital loans, equipment financing, cash flow lending, bridge loans, sale-leasebacks, business acquisition financing, and loan syndications.
Safe Harbor works with private credit funds, family offices and institutional partners to match qualified cannabis operators, ancillary businesses and investors with capital sources. The expansion follows a cannabis-focused 401(k) launch and supports the firm’s broader goal of providing integrated banking, payments, financial operations support and growth capital on a single platform, while reiterating standard forward-looking statement cautions.
SHF Holdings, Inc. received a Nasdaq notice that its Class A common stock has closed below $1.00 for 30 consecutive business days, triggering a 180-day grace period until October 19, 2026 to regain compliance by maintaining a bid of at least $1.00 for 10 straight trading days.
The company also reported board changes: director Sundie Seefried resigned and Tyler Klimas and Sean Tonner were appointed, with the board size increasing from five to six seats.
In ongoing litigation over its Abaca acquisition, a Colorado court denied the company’s summary judgment motion and granted counterclaim plaintiffs’ motions on the validity of a Second Amendment and a related breach of the merger agreement, with damages and a disputed $3.0 million second-anniversary payment to be determined later.