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Form 8-K

sec.gov

8-K — SHF Holdings, Inc.

Accession: 0001493152-26-024066

Filed: 2026-05-18

Period: 2026-05-18

CIK: 0001854963

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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8-K

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2026-05-18

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2026-05-18

2026-05-18

0001854963

SHFS:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf230.00PerShareMember

2026-05-18

2026-05-18

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xbrli:shares

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): May 18,

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 ☒

If

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.

On

May 18, 2026, SHF Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three months

ended March 31, 2026.

The

information contained in this Item 2.02 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 2.02 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.

Item

9.01. Financial Statements and Exhibits.

Exhibit

No.

Description

99.1

Press Release dated May 18, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

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:

May 18, 2026

By:

/s/

Terrance Mendez

Terrance

Mendez

Chief

Executive Officer and Chief Financial Officer

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Safe

Harbor Financial Reports First Quarter 2026 Results and Provides Corporate Update

First

Quarter 2026 Revenue of Approximately $2.0 Million, Up 2.2% Year Over Year

Loan

Program Income Up 55.6% Year Over Year to Approximately $0.8 Million

Total

Operating Expenses Down 4.7% Year Over Year

Cash

and Cash Equivalents of $5.9 Million and Stockholders’ Equity of $6.7 Million as of March 31, 2026

DENVER,

CO (May 18, 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 its financial results for the first quarter ended March 31, 2026.

“Our

first quarter results reflect meaningful progress across the core drivers of our business. Loan program income grew more than 55% year

over year, validating the economics of our restructured PCCU agreement, and total revenue was ahead of the prior year period,”

said Terrance Mendez, Chief Executive Officer and Chief Financial Officer of Safe Harbor. Operating expenses came down year over year,

and we ended the quarter with $5.9 million in cash and cash equivalents and $6.7 million in stockholders’ equity, compared to a

stockholders’ deficit of ($16.9) million just twelve months ago. This represents a fundamental transformation of our balance sheet,

and it gives us a durable foundation on which to execute.”

Mr.

Mendez continued, “the operational progress we made during and after the quarter reinforces the breadth of what Safe Harbor is

building. We expanded into insurance and retirement solutions, broadened our payments portfolio, and launched a full-spectrum lending

platform spanning everything from commercial real estate, working capital, equipment financing, revenue-based lending, accounts receivable

financing, bridge financing, sale-leaseback transactions, business acquisition financing, and loan syndications.

On

the regulatory front, Mr. Mendez added, “the Department of Justice’s April 23 order placing state-licensed medical cannabis

on Schedule III and the expedited DEA hearing scheduled for June 29-July 15 on rescheduling adult use cannabis represent the most consequential

federal cannabis policy developments in more than half a century. While the timing and ultimate scope of further federal action remains

uncertain, we believe the direction is clear and we believe Safe Harbor is uniquely positioned to benefit. As Section 280E relief reaches

state-licensed medical operators and as additional financial institutions evaluate whether to enter the cannabis banking market, we expect

the addressable market for our compliance platform to expand in two ways: directly, through healthier and better-capitalized cannabis

customers, and indirectly, through new financial institution partners that need the regulatory infrastructure we have spent more than

a decade building.”

“We

enter the remainder of 2026 with a stronger balance sheet, a broader platform and a more favorable regulatory backdrop than at any point

in our history,” Mr. Mendez concluded. “We have facilitated more than $35 billion in cannabis-related transactions across

41 states and territories and have successfully navigated more than 25 state and federal regulatory examinations Our ambition is to be

the financial platform that cannabis and hemp operators reach for first, and the compliance backbone that financial institutions entering

this market rely on. The remainder of 2026 is about disciplined execution against that ambition, and the foundation we now have in place

gives us a clear path to pursue it.”

Q1

2026 Operational Highlights

● Cannabis

Insurance Solutions (January 2026): Expanded client offerings through partnerships with

Frontier Risk and AlphaRoot, providing access to tailored property, liability, workers compensation

and risk management products via the Safe Harbor Advantage Partner Network.

● Payments

Portfolio Expansion (January 2026): Added Lüt and GreenCard to the payments lineup,

introducing closed-loop, ACH-debit and end-to-end payment infrastructure and extending coverage

across every major cannabis payment method.

● Second

Amended PCCU Agreement (February 2026): Extended the PCCU partnership through December

2031, increasing Safe Harbor’s share of loan interest income to up to 65% (from approximately

37%), generating an expected $9 million or more in incremental revenue over the term, reducing

asset hosting fees by approximately 23% annually and including a retroactive payment of approximately

$400,000.

● Emerging

Market Deposit Growth (March 2026): Average deposit balances in emerging US markets grew

29% year over year, adding more than 100 new customer depository accounts and bringing emerging

markets to 31% of the Company’s total average deposit balances.

Subsequent Operational

Highlights

● Safe

Harbor Retirement Plan Launch (April 2026): Leveraging our history of providing fully

transparent, cannabis friendly and compliant banking solutions, we introduced a purpose-built

fully transparent and compliant pooled employer 401(k) plan that provides state-legal cannabis

businesses with access to stable, retirement benefits and extends the Safe Harbor platform

into the employee financial lifecycle.

● Federal

Cannabis Rescheduling (April 2026): Following the Acting Attorney General’s order

moving qualifying state-licensed medical marijuana to Schedule III, Safe Harbor identified

meaningful potential benefits to its business, including improved operator cash flow from

the elimination of Section 280E tax obligations which may drive stronger deposit quality,

reduce account churn and expand total addressable market as more financial institutions explore

cannabis banking.

● Expanded

Lending Platform (April 2026): Broadened financing capabilities for cannabis-related

businesses nationwide to include commercial real estate loans, working capital and term loans,

equipment financing, revenue-based lending, accounts receivable financing, bridge financing,

sale-leaseback transactions, business acquisition financing and loan syndications, supported

by a network of private credit funds, family offices and institutional partners.

Balance

Sheet Highlights

March

31, 2026 (Unaudited)

December

31, 2025

Cash

and Cash Equivalents

$ 5,897,470

$ 6,779,040

Total

Assets

$ 15,687,691

$ 17,207,024

Total

Liabilities

$ 8,962,410

$ 8,971,116

Total

Stockholders’ Equity

$ 6,725,281

$ 8,235,908

First

Quarter 2026 Income Statement Highlights

Three

Months Ended

March

31, 2026

(Unaudited)

Three

Months Ended

March

31,2025

(Unaudited)

Total

Revenue

$ 1,975,439

$ 1,932,352

Total

Operating Expenses

$ 3,738,795

$ 3,923,847

Operating

Loss

$ (1,763,356 )

$ (1,991,495 )

Net

Loss

$ (1,779,217 )

$ (827,199 )

●

Revenue

was approximately $2.0 million in the first quarter of 2026, a 2.2% increase compared to approximately $1.9 million in the first

quarter of 2025.

●

Loan

program income was approximately $0.8 million for the first quarter of 2026, an increase of 55.6% compared to approximately $0.5

million in the first quarter of 2025. The growth reflects the benefit of the Second Amended Commercial Alliance Agreement with PCCU,

effective October 1, 2025, which increased the Company’s share of loan program income to 65% from approximately 37% under the

prior agreement.

●

Account

fee income was approximately $0.9 million for the first quarter of 2026, a decrease of 19.0% compared to approximately $1.1 million

the first quarter of 2025, primarily due to an increase in the popularity of our money market account offering and lower fees earned

on merchant service partners.

●

Investment

income was $0.2 million for the first quarter of 2026, compared to $0.3 million for the first quarter of 2025, a decrease of $0.05

million, or 17.8%. The net average daily investable deposit base grew to $45.0 million from $34.5 million between those periods,

offset by a decline in the interest on reserve balance (IORB) rate from 4.40% to 3.65%.

●

Operating

expenses for the first quarter of 2026 decreased by 4.7% to approximately $3.7 million, compared to $3.9 million in the first quarter

of 2025. The decrease in operating expenses is attributable to a broad array of cost-cutting measures, driven primarily by lower

professional service fees, lower compensation rates, lower non-cash stock-based compensation costs, and a credit benefit of $0.3

million as risk ratings improved on certain loans. Offsetting these were increases in operating expenses attributable to what we

believe will be one-time increases in professional fees tied to incremental audit and marketing services, legal costs related to

shareholder litigation and various SEC filings, and enhanced investments made in marketing, people and systems in line with our business

strategy. In addition, we approved targeted increases in employee compensation, issued performance-based bonuses, and continue to

accrue for executive deferred compensation.

●

Net

loss was approximately ($1.8) million for the first quarter of 2026, compared to a net loss of approximately ($0.8) million for the

first quarter of 2025. In the first quarter of 2025, the Company recognized a non-cash benefit of $1.1 million related to the change

in the fair value of warrant liabilities, compared to a non-cash change in the fair value warrant of liabilities of $0.02 million

for the first quarter of 2026.

For

more information on the Company’s quarter ended March 31, 2026 financial results, please refer to our Form 10-Q filed with the

U.S. Securities & Exchange Commission (the “SEC”) and accessible at www.sec.gov.

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; success or viability of new product and service offerings Safe Harbor may introduce in the future; the impact 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

SHF

Holdings, Inc.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

For

the Three Months Ended

March

31,

2026

2025

Revenue

$ 1,975,439

$ 1,932,352

Operating

Expenses

Compensation

and employee benefits

1,660,658

1,372,481

General

and administrative expenses

1,068,400

990,826

Professional

services

1,145,809

1,499,534

Rent

expense

51,432

61,006

Amortization

of contract asset

129,072

-

Credit

benefit

(316,576 )

-

Total

operating expenses

3,738,795

3,923,847

Operating

loss

(1,763,356 )

(1,991,495 )

Other

income expenses

Change

in the fair value of deferred consideration

-

161,000

Loss

on ELOC share settlements

(27,880 )

-

Interest

expense

(4,580 )

(112,786 )

Change

in fair value of warrant liabilities

16,599

1,116,082

Total

other income expenses

(15,861 )

1,164,296

Net

loss

(1,779,217 )

(827,199 )

Deemed

dividend on Series B Preferred Stock redemption

(87,612 )

-

Net

loss attributable to common stockholders

$ (1,866,829 )

$ (827,199 )

Weighted

average shares outstanding, basic and diluted

4,353,099

2,786,538

Basic

and diluted net loss per share

$ (0.43 )

$ (0.30 )

SHF

Holdings, Inc.

CONDENSED

CONSOLIDATED BALANCE SHEETS

(Unaudited)

March

31,

2026

December

31,

2025

ASSETS

Current

Assets:

Cash

and cash equivalents

$ 5,897,470

$ 6,779,040

Accounts

receivable – trade

30,267

31,376

Accounts

receivable – related party

724,900

1,009,483

Prepaid

expenses

787,189

862,400

Contract

asset

516,283

516,283

Investment

in preferred securities

1,424,983

-

Other

current assets

3,000,000

3,000,000

Total

Current Assets

12,381,092

12,198,582

Operating

lease right to use asset

508,101

547,186

Investment

in preferred securities

-

1,450,000

Prepaid

expenses

330,386

414,329

Contract

asset

2,452,345

2,581,417

Other

assets

15,767

15,510

Total

Assets

$ 15,687,691

$ 17,207,024

LIABILITIES

AND STOCKHOLDERS’ EQUITY

Current

Liabilities:

Accounts

payable

$ 873,652

$ 189,828

Accounts

payable-related party

161,751

171,365

Accrued

expenses

1,072,132

1,310,463

Deferred

revenue

15,518

15,415

Operating

lease liability

185,899

181,963

Deferred

consideration

3,000,000

3,000,000

Stand-ready

guarantee liability

709,667

711,667

Financial

indemnification liability

414,868

433,968

Other

current liabilities

417,384

485,055

Total

Current Liabilities

6,850,871

6,499,724

Warrant

liabilities

23,021

39,620

Stand-ready

guarantee liability

1,064,499

1,245,416

Financial

indemnification liability

543,245

657,804

Operating

lease liability

480,774

528,552

Total

Liabilities

8,962,410

8,971,116

Commitment

and Contingencies (Note 15)

Stockholders’

Equity

Convertible

preferred stock, $.0001 par value, 1,250,000 shares authorized, 111 shares issued and outstanding on March 31, 2026, and December

31, 2025, respectively

-

-

Series B Convertible

Preferred Stock, 35,000 authorized, shares, par value $.0001, 30,808 shares issued and outstanding as of March 31, 2026 and December

31, 2025

3

3

Class

A Common Stock, $.0001 par value, 1,000,000,000 and 130,000,000 shares authorized, 4,505,485 and 4,281,523 issued and outstanding

on March 31, 2026, and December 31, 2025, respectively

451

428

Additional

paid-in capital

131,420,587

131,152,020

Accumulated

deficit

(124,695,760 )

(122,916,543 )

Total

Stockholders’ Equity

$ 6,725,281

$ 8,235,908

Total

Liabilities and Stockholders’ Equity

$ 15,687,691

$ 17,207,024

SHF

Holdings, Inc.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For

The Three Months Ended

March

31,

2026

2025

CASH

FLOWS FROM OPERATING ACTIVITIES:

Net

loss

$ (1,779,217 )

$ (827,199 )

Adjustments

to reconcile net loss to net cash used in operating activities:

Depreciation

and amortization expense

-

1,441

Amortization

of contract asset

129,072

-

Stock

compensation expense

58,908

750,027

Loss

on ELOC share settlements

27,880

-

Amortization

of share-based consulting services

52,750

-

Amortization

of marketing costs settled with common stock

-

50,000

Lease

expense

(4,757 )

892

Credit

benefit

(316,576 )

-

Change

in the fair value of deferred consideration

-

(161,000 )

Change

in fair value of warrant liabilities

(16,599 )

(1,116,082 )

Changes

in operating assets and liabilities:

Accounts

receivable – trade

1,109

43,813

Accounts

receivable – related party

284,583

333,947

Prepaid

expenses

158,897

101,005

Accrued

interest receivable

-

13,418

Other

current liabilities

(110,689 )

17,016

Accounts

payable

683,824

126,924

Accounts

payable – related party

(9,614 )

82,220

Accrued

expenses

(238,331 )

(535,902 )

Contract

liabilities

103

(19,230 )

Other

assets

-

(236 )

Net

cash used in operating activities

(1,078,657 )

(1,140,730 )

CASH

FLOWS FROM INVESTING ACTIVITIES:

Net

proceeds from loan repayment

-

3,245

Proceeds

from redemption of investment

25,017

-

Net

cash provided by investing activities

25,017

3,245

CASH

FLOWS FROM FINANCING ACTIVITIES:

Repayment

of senior secured promissory note

-

(255,765 )

Proceeds

from the sale of Class A Common Stock

172,070

-

Net

cash provided by (used in) financing activities

172,070

(255,765 )

Net

decrease in cash and cash equivalents

(881,570 )

(1,393,250 )

Cash

and cash equivalents – beginning of period

6,779,040

2,324,647

Cash

and cash equivalents – end of period

$ 5,897,470

$ 931,397

Supplemental

Disclosure of Non-Cash Investing and Financing Activities

Reclassification

of forward purchase receivable

$ -

$ 4,584,221

Accrued

redemption payable to Series B holders

43,018

-

Supplemental

Disclosure of Cash Flows Information

Interest

paid

$ 4,580

$ 113,561

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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