Form 8-K

8-K — SHF Holdings, Inc.

Accession: 0001493152-26-044453

Filed: 2026-09-28

Period: 2026-09-28

CIK: 0001854963

SIC: 6199 (FINANCE SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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): September 28, 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 ☒

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

7.01 Regulation FD Disclosure.

September 28, 2026, SHF Holdings, Inc. (the “Company”) issued a press release announcing that the board of directors

(the “Board”) of the Company approved the implementation of a reverse stock split of the Company’s common stock, par

value $0.0001 per share, at a ratio of 1-for-12 (the “Reverse Stock Split”). The Reverse Stock Split was previously approved

at a special meeting of the Company’s stockholders held on November 6, 2025. The Company expects that the Reverse Stock Split will

become effective on September 30, 2026, however the Board retains discretion to delay or abandon the Reverse Stock Split. The press release

is attached as Exhibit 99.1 and is incorporated herein by reference.

The

information contained in this Item 7.01 and Exhibit 99.1 of this Current Report shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any

filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly

set forth by specific reference in such a filing. The furnishing of the information in this Item 7.01 and Exhibit 99.1 of this Current

Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or

that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly

available.

Cautionary

Statement Regarding Forward-Looking Statements:

Certain

information contained in this Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the

Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included herein may constitute

forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Forward-looking

statements may include, but are not limited to, statements with respect to the timing, completion and benefits of the Reverse Stock Split.

In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including

any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,”

“could,” “estimate,” “expect,” “intends,” “outlook,” “may,” “might,”

“plan,” “possible,” “potential,” “predict,” “project,” “should,”

“would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that

a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events

that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ

materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time

in Safe Harbor’s filings with the U.S. Securities and Exchange Commission. Safe Harbor undertakes no duty to update any forward-looking

statement made herein. All forward-looking statements speak only as of the date of this Current Report on Form 8-K.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

Number

Description

99.1

Press

Release, dated September 28, 2026

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:

September 28, 2026

By:

/s/

Terrance E. Mendez

Terrance

E. Mendez

Chief

Executive Officer and Chief Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Safe

Harbor Financial Announces the Implementation of a Reverse Stock Split

DENVER,

CO (September 28, 2026): SHF Holdings, Inc., d/b/a Safe Harbor Financial (“Safe Harbor” or the “Company”)

(NASDAQ: SHFS), a leading fintech platform serving the banking, lending, and financial services needs of the regulated cannabis and hemp

industries, today announced that its Board of Directors has approved a reverse stock split of the Company’s common stock, par value

$0.0001 per share, at a ratio of 1-for-12 (the “Reverse Stock Split”).

The

Reverse Stock Split was approved by stockholders at a special meeting of the Company’s stockholders held on November 6, 2025, and

is expected to become effective at 12:01 a.m. Eastern Time on September 30, 2026. The Company’s common stock is expected to begin

trading on a split-adjusted basis on the Nasdaq Stock Market LLC on September 30, 2026 under the existing ticker symbol “SHFS”

with a new CUSIP number of 824430 409.

the effective time of the Reverse Stock Split, every twelve issued and outstanding shares of the Company’s common stock will be

automatically combined into one share of common stock. No fractional shares will be issued in connection with the Reverse Stock Split.

Stockholders who would otherwise be entitled to receive fractional shares will receive a number of shares of common stock as rounded

up to the nearest whole share.

About

Safe Harbor:

Safe

Harbor is a cannabis-exclusive financial platform delivering smarter banking, lending, payments and business services tailored to how

the cannabis industry actually operates. As one of the original pioneers of compliant financial operations support and cannabis banking

consulting in the U.S., Safe Harbor has assisted in the processing of more than $35 billion in cannabis-related depository funds across

41 states and territories. Through its proprietary Cannabis Banking Solutions™ Platform and network of regulated financial institution

partners, Safe Harbor empowers cannabis operators to gain clarity, control and confidence in their financial operations. From daily banking

to long-term growth, Safe Harbor provides real solutions and personal support — built exclusively for cannabis. Safe Harbor is

a financial technology company, not a bank. Banking services are provided by our partner financial institutions. For more information,

visit shfinancial.org.

Cautionary

Statement Regarding Forward-Looking Statements:

Certain

information contained in this press release may contain “forward-looking statements” within the meaning of the Private Securities

Litigation Reform Act of 1995. Statements other than statements of historical facts included herein may constitute forward-looking statements

and are not guarantees of future performance or results and involve a number of risks and uncertainties. Forward-looking statements may

include, but are not limited to, statements with respect to the timing, completion and benefits of the Reverse Stock Split. In addition,

any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying

assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,”

“estimate,” “expect,” “intends,” “outlook,” “may,” “might,” “plan,”

“possible,” “potential,” “predict,” “project,” “should,” “would,”

and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not

forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current

expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ materially from those

in the forward-looking statements as a result of a number of factors, including those described from time to time in Safe Harbor’s

filings with the U.S. Securities and Exchange Commission. Safe Harbor undertakes no duty to update any forward-looking statement made

herein. All forward-looking statements speak only as of the date of this press release.

Safe

Harbor Investor Relations Contact:

ir@SHFinancial.org

Safe

Harbor Media Relations Contact:

safeharbor@kcsa.com

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