Form 8-K - Groowe Newsroom

8-K — SHF Holdings, Inc.

Accession: 0001493152-26-014460

Filed: 2026-04-01

Period: 2026-03-30

CIK: 0001854963

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001854963

2026-03-30

0001854963

SHFS:ClassCommonStock0.0001ParValuePerShareMember

2026-03-30

0001854963

SHFS:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf230.00PerShareMember

2026-03-30

iso4217:USD

xbrli:shares

iso4217:USD

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): March 30, 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.

April 1, 2026, SHF Holdings, Inc. (the “Company”) issued a press release announcing its preliminary financial

results for its 2025-year end and fourth quarter ended December 31, 2025.

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

5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

March 30, 2026, the Board of Directors of the Company approved amendments to the Company’s Code

of Ethics and Business Conduct (the “Code”), which applies to all directors, officers and employees of the Company.

The

amendments include, among other things, clarifications regarding applicable anti-bribery and anti-corruption laws, the Company’s

Business Courtesy (as defined in the Code) policy, and the Company’s policy for retaining consultants, agents and distributors.

The

foregoing description of the amendments is qualified in its entirety by reference to the full text of the Code, which is available on

the Company’s website at https://ir.shfinancial.org/. The contents of the Company’s website are not incorporated by reference

in this Current Report on Form 8-K.

Item

9.01. Financial Statements and Exhibits

Exhibit

No.

Description

99.1

Press Release dated April 1, 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:

April 1, 2026

By:

/s/

Terrance Mendez

Terrance

Mendez

Chief

Executive Officer and Chief Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Safe

Harbor Financial Reports Preliminary

Fourth

Quarter and Full Year 2025 Results

DENVER,

CO (April 1, 2026) – SHF Holdings, Inc., d/b/a Safe Harbor Financial (“Safe Harbor” or the “Company”)

(NASDAQ: SHFS), a financial technology company serving the banking, lending, and financial services needs of the regulated cannabis and

hemp industries, today announced its preliminary unaudited financial results for the fourth quarter and full year ended December 31,

2025.

Fourth

Quarter 2025 Financial Summary

Q4 2025

(Unaudited)

Q3 2025

(Unaudited)

Q4 2024

(Derived from

audited

financials)

Total Revenue

$ 2.1M

$ 1.8M

$ 3.7M

Loan Program Income

$ 0.9M

$ 0.5M

$ 1.8M

Sequential Revenue Change (vs. Q3 2025)

+12 %

—

n/a

Sequential Loan Program Income Change

+71 %

—

n/a

The

sequential increase in Q4 2025 reflects improved economics under the Second Amended and Restated Commercial Alliance Agreement with PCCU,

effective October 1, 2025, which increased the Company’s share of loan program income to up to 65% and extended the relationship

through December 31, 2031.

Full

Year 2025 Financial Summary

FY 2025

(Unaudited)

FY 2024

(Derived from

audited

financials)

Change

Revenue:

Deposit, activity, onboarding income

$ 4.0M

$ 6.4M

(39 )%

Loan Program Income

$ 2.5M

$ 6.6M

(63 )%

Investment Income

$ 1.2M

$ 2.1M

(45 )%

Safe Harbor Program Income

$ 0.1M

0 %

Total Revenue

$ 7.7M

$ 15.2M

(50 )%

The

decline in revenue was primarily attributable to revised interest allocation provisions under the First Amended CAA, which was in effect

for the first nine months of the year, and a reduction in the number of active accounts. Investment Income was impacted by lower Federal

Reserve interest rates. Account Fee Income was impacted by both (a) lower average account activity, and (b) the introduction of client

money market accounts.

Selected

Consolidated Balance Sheet Summary

Dec 31, 2025

(Unaudited)

Dec 31, 2024

(Derived from

audited

financials)

% Change

$ Change

Cash and Cash Equivalents

$ 6.8M

$ 2.3M

192 %

$ 4.5M

Total Debt

$ 0.0M

$ 18.3M

(100 )%

$ (18.3M )

The

September 2025 Recapitalization eliminated substantially all of the Company’s $18.3 million in debt and raised $6.8 million in

new capital, returning the consolidated balance sheet to positive stockholders’ equity.

Operational

and Governance Summary

Item

Status

at Year-End 2025

Prior

Status

Material

Weaknesses

Majority

remediated

Multiple

weaknesses identified

PCCU

CAA Term

Extended

through 2031

Expired

2029

Loan

Program Income Share

to 65%

35%

Asset

Hosting Fee

23%

reduction with graduated calculation, saves approximately $0.2M annually

Fixed

calculation at 1.0% below $130M and 1.3% above $130M

Board

of Directors

members; PCCU has no appointment rights

members; PCCU had appointment rights

Senior

Financial Leadership

CEO/CFO

and PAO with Big 4 experience

N/A

Management

Commentary

“Fiscal

year 2025 was the most consequential year in Safe Harbor Financial’s history,” said Terrance Mendez, Chief Executive Officer.

“We eliminated $18.3 million in debt, returned the balance sheet to positive stockholders’ equity, and remediated the majority

of our previously identified material weaknesses. These were fundamental changes to the financial foundation of this Company.”

Mr.

Mendez continued, “With the Second Amended CAA extending our PCCU partnership through 2031 at meaningfully improved economics,

we enter 2026 with a different revenue profile, as evidenced by sequential revenue growth of 12% in the fourth quarter. We have also

expanded beyond core banking and lending through the launch of insurance, payments, and consulting solutions.”

Form

10-K Filing Status

The

Company has filed a Notification of Late Filing on Form 12b-25 with the Securities and Exchange Commission. As a result of the closing

of a significant and complex transaction in 2025, the Company requires additional time to prepare its financial statements to

ensure adequate disclosure of the financial information required to be included in the Form 10-K. The Company expects to file its Annual

Report on Form 10-K within the fifteen-calendar-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934,

as amended. As a result of the ongoing audit, there could be changes to the Company’s audited financial statements as compared

to the preliminary unaudited figures presented herein.

About

Safe Harbor

Safe

Harbor is a 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 cannabis banking in the U.S., Safe Harbor has facilitated more than $26

billion in cannabis-related transactions 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 www.SHFinancial.org.

Important

Notice Regarding Preliminary Financial Information

The

financial information presented herein for the year ended December 31, 2025 is preliminary and unaudited. The Company’s audit for

fiscal year 2025 is ongoing, and the Company expects to file its Annual Report on Form 10-K within the fifteen-calendar-day extension

period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. As a result of the closing of significant and complex

transaction in 2025, the Company requires additional time to prepare its financial statements to ensure adequate disclosure of the financial

information required to be included in the Form 10-K. The preliminary unaudited financial information presented herein should not be

viewed as a substitute for audited financial statements prepared in accordance with U.S. generally accepted accounting principles.

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 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.

Contacts

Investor

Relations: ir@SHFinancial.org

Media

Relations: safeharbor@kcsa.com

# #

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 19

v3.26.1

Cover

Mar. 30, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Mar. 30, 2026

Entity File Number

001-40524

Entity Registrant Name

SHF

Holdings, Inc.

Entity Central Index Key

0001854963

Entity Tax Identification Number

86-2409612

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1526

Cole Blvd.

Entity Address, Address Line Two

Suite 250

Entity Address, City or Town

Golden

Entity Address, State or Province

Entity Address, Postal Zip Code

80401

City Area Code

303

Local Phone Number

431-3435

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

Class A Common Stock, $0.0001 par value per share

Title of 12(b) Security

Class

A Common Stock, $0.0001 par value per share

Trading Symbol

SHFS

Security Exchange Name

NASDAQ

Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $230.00 per share

Title of 12(b) Security

Redeemable

Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $230.00 per share

Trading Symbol

SHFSW

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

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.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

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 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=SHFS_ClassCommonStock0.0001ParValuePerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=SHFS_RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf230.00PerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: