Form 8-K

8-K — SHF Holdings, Inc.

Accession: 0001493152-26-036225

Filed: 2026-08-05

Period: 2026-07-31

CIK: 0001854963

SIC: 6199 (FINANCE SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

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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): July 31, 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

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Retention

Agreements

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 “Retention Plan”) as well

as a retention agreement to be used for retention grants under the Retention Plan (the “Retention Agreement”).

August 5, 2026, the Company entered into Retention Agreements pursuant to the Retention Plan with each member of the Board, as well as

Terrance Mendez, the Company’s Chief Executive Officer and Chief Financial Officer, Jeffrey Kay, the Company’s Chief Marketing

Officer, and Michael Regan, the Company’s Chief Operating Officer.

Under

their respective Retention Agreements, (i) each director will receive a Change in Control (as defined in the Retention Plan) bonus equal

to one hundred percent (100%) of such director’s annual Board fees and each director’s annual Board fees will increase by

forty percent (40%) during a period of Insolvency (as defined in the Retention Plan); (ii) Mr. Mendez will receive a Change in Control

bonus of $500,000 and his base salary will increase to $700,000 during a period of Insolvency; (iii) Mr. Kay will receive a Change in

Control bonus of $250,000 and his base salary will increase to $350,000 during a period of Insolvency; and (iv) Mr. Regan will receive

a Change in Control bonus of $200,000 and his base salary will increase to $280,000 during a period of Insolvency.

Information

regarding the directors’ annual Board fees is included in the Company’s definitive proxy statement filed with the Securities

and Exchange Commission (the “SEC”) on May 8, 2026, and such information is incorporated herein by reference.

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 to the Current Report on Form 8-K filed by the Company with the SEC on August 4, 2026, respectively.

Douglas

Beck

July 31, 2026, Douglas Beck and the Company agreed to delay Mr. Beck’s previously disclosed resignation as the Company’s

Principal Accounting Officer and Senior Vice President of Finance, Controller such that his resignation will be effective following

the filing of the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026, which is expected to be filed on

or before August 14, 2026.

Item

8.01 Other Events.

August 5, 2026, the Company issued a press release announcing the conclusion on July 31, 2026 of its previously announced voluntary reduction

in the conversion price of its Series B Preferred Stock and the exercise price of certain common stock purchase warrants. A copy of the

press release announcing the conclusion is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference

herein.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

Number

Description

99.1

Press Release, dated August 5, 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:

August 5, 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 Series B Preferred Conversion Price and Warrant Exercise Price Reset to $1.5528 Following Conclusion of Temporary Reduction

Period

DENVER,

Aug. 05, 2026 (GLOBE NEWSWIRE) — 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, announced the conclusion of the temporary reduction of the conversion price of its Series B Convertible Preferred Stock (“Series

B Preferred Stock”) and the exercise price of associated common stock purchase warrants (“Series B Warrants”) effective

July 31, 2026.

The

conversion price of the Series B Preferred Stock and the exercise price of the Series B Warrants have both reverted to $1.5528 in accordance

with the terms of the Series B Preferred Stock and Series B Warrants, as applicable.

“The

conclusion of the temporary reduction period marks another step forward in strengthening our capital structure,” said Terrance

Mendez, Chief Executive Officer and Chief Financial Officer of Safe Harbor. “Series B holders converted a meaningful number of

shares of Series B Preferred Stock into common stock during the reduction period. This conversion of preferred equity into common shares

simplifies the capital structure and shifts equity into the shares counted in the market value of listed securities.”

During

the temporary reduction period, holders converted 3,198 shares of Series B Preferred Stock into 4,920,005 shares of common stock. Following

these conversions, there were 12,332,955 shares of common stock and 27,134 shares of Series B Preferred Stock outstanding.

Series B Warrants were exercised during the temporary reduction period.

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 trends in the cannabis industry, including proposed changes in U.S. and state

laws, rules, regulations and guidance relating to Safe Harbor’s services; Safe Harbor’s growth prospects and Safe Harbor’s

market size; Safe Harbor’s projected financial and operational performance, including relative to its competitors and historical

performance; the anticipated exercise of outstanding warrants and the timing or amount of any related proceeds; success or viability

of new product and service offerings Safe Harbor may introduce in the future; the impact of volatility in the capital markets, which

may adversely affect the price of Safe Harbor’s securities; the outcome of any legal proceedings that have been or may be brought

by or against Safe Harbor; and other statements regarding Safe Harbor’s expectations, hopes, beliefs, intentions or strategies

regarding the future. 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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