News & Events

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Richard Carleton On May 8, 2026, Richard Carleton informed the board of directors (the “Board”) of SHF Holdings, Inc. (the “Company”) of his decision not to be considered for reelection to the Board at the Company’s 2026 annual meeting of stockholders. Mr. Carleton’s decision is not the result of any disagreement with the Company on any matter rela…

Other Events. As previously disclosed, on September 30, 2025 SHF Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) to sell shares of its Series B Convertible Preferred Stock, par value $0.001 (the “Series B Preferred Stock”), and common stock purchase warrants (the “Series B Warrants”) to certain investors. On May 6, 2026, the Company notified the holders of the Series B Preferred Stock and the Series B Warrants that, pursuant to Section 8(i) of the Certi…

Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing. On April 22, 2026, SHF Holdings, Inc. (the “Company”) received a letter from the listing qualifications department staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that for the last 30 consecutive business days the Company did not maintain a minimum closing bid price of $1.00 per share for its Class A common stock, par value $0.0001 per share (the “Common Stock”), as required by…

Other Events. On April 23, 2026, the District Court for the City and County of Denver, Colorado (the “Court”) issued an omnibus order on cross-motions for summary judgment in the previously disclosed matter captioned SHF Holdings, Inc. v. Daniel Roda, Gregory W. Ellis, and James R. Carroll, Case No. 2024CV33187. The ruling addressed the validity of the Second Amendment (the “Second Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”) entered into in connection with the Com…

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Sundie Seefried On April 20, 2026, Sundie Seefried tendered her resignation as a member of the Board of Directors (the “Board”) of the Company, effective immediately. Ms. Seefried’s departure is not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. Tyler Klimas On April 22, 2026, the Board appointed Tyler Klimas as a Class III d…

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

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

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

Entry into a Material Definitive Agreement. Second Amended and Restated Commercial Alliance Agreement On February 4, 2026, SHF Holdings, Inc. (the “Company”) and Partner Colorado Credit Union (“PCCU”) entered into that certain Second Amended and Restated Commercial Alliance Agreement (the “Second Amended CAA”), effective as of October 1, 2025, which extends the term set forth in the Amended and Restated Commercial Alliance Agreement, dated December 30, 2024, by and between the Company and PCC…