Form 8-K

8-K — SHF Holdings, Inc.

Accession: 0001493152-26-045868

Filed: 2026-10-06

Period: 2026-10-06

CIK: 0001854963

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

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): October 6, 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

2.02 Results of Operations and Financial Condition.

October 6, 2026, SHF Holdings, Inc., d/b/a Safe Harbor (the “Company”), issued a press release announcing certain preliminary,

unaudited deposit information for the third quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1

to this Current Report on Form 8-K and is incorporated herein by reference.

The

preliminary information included in Exhibit 99.1 is based on information available to the Company as of the date of this report, has

not been audited or reviewed by the Company’s independent registered public accounting firm, and remains subject to completion

of the Company’s normal quarter-end closing and review procedures. Final results may differ from these preliminary estimates. The

deposit metrics described in Exhibit 99.1 represent deposits of the Company’s clients held at the Company’s partner financial

institutions; they are not deposits of the Company, are not recorded as assets or liabilities on the Company’s consolidated balance

sheet, and are not a measure of the Company’s revenue or financial performance prepared in accordance with U.S. generally accepted

accounting principles.

The

information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of

Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the

Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary

Note Regarding Forward-Looking Statements

This

Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements within the meaning of the Private Securities

Litigation Reform Act of 1995, including statements regarding the expected effect of changes in interest rates on the Company’s

investment income and expectations regarding deposit trends. These statements are subject to risks and uncertainties, including those

described under “Cautionary Statement Regarding Forward-Looking Statements” in Exhibit 99.1 and under “Risk Factors”

in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and actual results may differ

materially. The Company undertakes no obligation to update any forward-looking statement except as required by law

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

Number

Description

99.1

Press Release, dated October 6, 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: October 6, 2026

By:

/s/

Terrance E. Mendez

Chief Executive Officer and Chief Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Safe

Harbor Announces Preliminary Third Quarter

2026 Deposit Results

Trailing

14-day average deposits reach approximately $119.3 million as of quarter end, up 7.4% year-over-year and approximately 25% above the

May 2025 low, as deposit growth accelerates for the second consecutive quarter

Recent

Federal Reserve rate increase expected to add approximately $150,000 investment income annually

DENVER,

October 6, 2026 — SHF Holdings, Inc., d/b/a Safe Harbor (the “Company” or “Safe Harbor”)

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

industries, today announced certain preliminary deposit information for the third quarter ended September 30, 2026, ahead of its third

quarter 2026 earnings release.

Safe

Harbor’s trailing 14-day average deposit balance was approximately $119.3 million as of September 30, 2026, compared with approximately

$111.1 million as of September 30, 2025, up 7.4% and approximately 25% above the trailing 14-day average low of approximately $95.3

million recorded in May 2025. The quarter-end trailing 14-day balance is the Company’s highest since April 2024.

The

trailing 14-day average client deposits increased approximately 4.1% from $104.6 million as of March 31, 2026, to approximately $108.9

million as of June 30, 2026, and increased approximately 9.6% sequentially to approximately $119.3 million as of September 30, 2026.

The sequential increase in the third quarter was more than double the increase recorded in the second quarter.

Safe

Harbor also expects revenue to benefit from the higher interest rate environment. Based on client deposit and loan balances as of September

30, 2026, and assuming those balances and the Company’s current arrangements with its partner financial institutions remain unchanged,

the Company estimates that the Federal Reserve’s 25-basis-point increase in the federal funds target rate on September 16, 2026

will contribute approximately $150,000 in incremental annualized investment income. Actual results will depend on future balances, partner

institution arrangements, and any subsequent changes in interest rates, including rate decreases.

“The

continued growth in deposits reflects the strength of the strategy we have put in place,” said Terry Mendez, CEO of Safe Harbor.

“As we broaden our platform across banking, lending, business solutions and institutional infrastructure, we are deepening client

relationships and expanding the opportunity to capture more of their financial activity. We believe the continued momentum in deposits

demonstrates the value of building a broader financial platform around the needs of the cannabis clients we service on behalf of financial

institutions.”

Key

Performance Indicator: Trailing 14-Day Average Client Deposits

The

trailing 14-day average client deposit balance is the average of the aggregate end-of-day balances of deposit accounts of Safe Harbor’s

clients held at its partner financial institutions for the 14 consecutive calendar days ending on the measurement date. Management uses

this metric, rather than a single-day balance, because it smooths fluctuations caused by clients’ two-week payroll cycles and therefore

better reflects underlying deposit levels. These deposits are held by and are liabilities of Safe Harbor’s partner financial institutions;

they are not deposits of Safe Harbor and are not reflected on Safe Harbor’s consolidated balance sheet. Safe Harbor earns investment

income on a portion of these balances under its arrangements with its partner financial institutions, and changes in deposit balances

do not necessarily correspond to proportional changes in Safe Harbor’s revenue. The metric has been calculated on a consistent

basis for all periods presented and may not be comparable to similarly titled measures used by other companies.

Preliminary

Results

The

preliminary deposit information in this press release is based on information available to management as of the date of this release,

has not been audited or reviewed by Safe Harbor’s independent registered public accounting firm, and remains subject to completion

of the Company’s normal quarter-end closing and review procedures. Final information may differ materially. This information is

not a comprehensive statement of Safe Harbor’s financial results for the quarter, and investors should not draw conclusions regarding

revenue, net income or other results from it. Safe Harbor plans to report full third quarter 2026 financial results at a later date to

be announced.

About

Safe Harbor:

Safe

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

solutions 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 $36 billion in cannabis-related

depository funds across 41 states and territories since inception. Through its proprietary technology, 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 and compliance infrastructure 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; the anticipated impact of Federal Reserve interest rate

actions on Safe Harbor’s revenue and profit; the Company’s expectations regarding continued deposit growth and the drivers

of that growth; preliminary and unaudited financial information, which remains subject to completion of the Company’s normal quarter-end

and quarterly closing procedures and could differ from final results; 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;

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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