Form 8-K - Groowe Newsroom

8-K — SHF Holdings, Inc.

Accession: 0001493152-26-016961

Filed: 2026-04-16

Period: 2026-04-16

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): April 16, 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 16, 2026,

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

fiscal year 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

9.01. Financial Statements and Exhibits

Exhibit

No.

Description

99.1

Press Release dated April 16, 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 16, 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 Fourth Quarter and Full Year 2025 Results, Highlighting Sequential 12% Sales Growth, Balance Sheet Transformation and

Operational Progress

- Eliminated

substantially all of the Company’s debt, ended the year with $6.8 million in Cash and

$8.2 million of Stockholders’ Equity.

- Fourth

Quarter Revenue increased 12% sequentially, and Fourth Quarter Net Loss was $0.6 million

including a $0.5 million success-based employee bonus expense.

- Updated

and extended agreement with Partner Colorado Credit Union (“PCCU”) through 2031;

expected to increase cash flow by over $10 million over the period, driving a 70%

increase in loan program revenue in the fourth quarter versus the third quarter.

DENVER,

CO (April 16, 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 fourth quarter and full year ended December 31, 2025.

Balance

Sheet Transformation and Highlights

December

31,

2025

September

30,

2025

(Unaudited)

December

31,

2024

Cash and cash equivalents

$ 6,779,040

$ 861,722

$ 2,324,647

Total Assets

$ 17,207,024

$ 13,664,414

$ 13,218,287

Total Debt and Forward Purchase Liability

$ -

$ 18,313,753

Total Liabilities

$ 8,971,116

$ 6,667,803

$ 25,506,301

Total Stockholders’ Equity (Deficit)

$ 8,235,908

$ 6,996,611

$ (12,288,014 )

Working Capital (Deficit)

$ 5,698,858

$ 5,766,174

$ (983,833 )

● Eliminated

substantially all of the Company’s $18 million in debt and raised $6.7 million

in new capital in the September 30, 2025 recapitalization.

● Stockholders’

equity was positive $8.2 million at December 31, 2025, a $20.5 million improvement

compared to ($12.3) million at December 31, 2024.

● $6.8

million of cash and cash equivalents at December 31, 2025, an increase of $4.5 million

compared to $2.3 million at December 31, 2024.

●

Liabilities

at December 31, 2025 include approximately $3.0 million of non-cash liabilities, and are offset by approximately $3.1 million in

non-cash contract assets, which are both related to the indemnification of loan losses under the Second

Amended and Restated Commercial Alliance Agreement with PCCU. This agreement was effective October 1, 2025.

Fourth Quarter 2024 and 2025,

Third Quarter 2025, and Full Year Income Statement Highlights

Three Months Ended (Unaudited)

Year Ended

December 31,

2025

September 30,

2025

December 31,

2024

December 31,

2025

December 31,

2024

Total Revenue

$ 2,062,076

$ 1,833,770

$ 3,671,596

$ 7,673,532

$ 15,242,560

Total Operating Expenses

$ 3,281,503

$ 3,051,016

$ 11,565,095

$ 13,072,742

$ 22,334,046

Operating Loss

$ (1,219,427 )

$ (1,217,246 )

$ (7,893,499 )

$ (5,399,210 )

$ (7,091,486 )

Net (loss) income

$ (582,592 )

$ 179,508

$ (51,664,495 )

$ (2,160,998 )

$ (48,319,475 )

Fourth

Quarter 2025 Financial Summary

● Revenue

was approximately $2.1 million in the fourth quarter 2025, a 12% increase compared

to approximately $1.8 million in the third quarter of 2025, and a 44% decline compared to the fourth quarter 2024.

●

Loan

program income (formerly loan interest income) for the fourth quarter 2025 was approximately

$0.9 million, versus approximately $1.8 million for the fourth quarter 2024.

Fourth quarter 2025 loan program income increased approximately 70% compared to third quarter 2025 primarily

due to higher share of interest revenue under the Second Amended and Restated Commercial

Alliance Agreement, which was effective October 1, 2025.

●

Operating

expenses for the fourth quarter 2025 decreased 72% year over year to approximately $3.3 million,

compared to approximately $11.6 million in the fourth quarter 2024, and increased 8% compared

to approximately $3.1 million in the third quarter 2025. Fourth quarter 2025 operating

expenses include approximately $0.5 million of success-based employee bonus. Excluding

non-cash impairment of goodwill, intangibles, loan loss provisions, and amortization

of contract asset, operating expenses declined 9% to approximately $3.3 million

from approximately $3.7 million in the prior year period.

● Operating

loss was approximately ($1.2) million, compared to a loss of approximately ($7.9) million

in the fourth quarter 2024 and approximately ($1.2) million in the third quarter 2025.

●

Net loss was approximately ($0.6) million for the fourth quarter 2025, compared to net income

of approximately $0.2 million in the third quarter 2025 and a loss of approximately ($51.7) million in the fourth quarter 2024. Fourth quarter 2025 results include approximately $0.5 million of success-based employee bonus. This compares to net income

of approximately $0.1 million in the fourth quarter 2024 when excluding non-cash write downs of deferred tax assets,

goodwill, and intangible assets totaling approximately $53.1 million, and a loan loss benefit of approximately $1.2 million.

● Adjusted

EBITDA(1) for the fourth quarter 2025 was approximately ($1.1) million,

compared to approximately $0.1 million for the fourth quarter 2024.

Full

Year 2025 Financial Summary

● Net

loss for the year ended December 31, 2025 was approximately ($2.2) million, compared

to a net loss of approximately ($48.3) million for the year ended December 31, 2024.

● Revenue

for the year ended December 31, 2025 was approximately $7.7 million, compared to approximately

$15.2 million for the year ended December 31, 2024.

● Operating

expenses decreased 41% for the year ended December 31, 2025 to approximately $13.1 million,

compared to approximately $22.3 million for the year ended December 31, 2024.

● Loan

program income for the year ended December 31, 2025 was approximately $2.5 million for the

year ended December 31, 2025 versus approximately $6.6 million for the year ended

December 31, 2024.

● Adjusted

EBITDA(1) for the year ended December 31, 2025 was approximately ($3.9) million,

compared to Adjusted EBITDA(1) of approximately $2.9 million for the year ended

December 31, 2024.

(1) Adjusted

EBITDA is a non-GAAP financial metric. A reconciliation of non-GAAP to GAAP measures is included

at the end of this earnings release.

Operational

and Governance Summary

Item

Status

today

Prior

Status

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 Principal Accounting Officer with significant Big 4 and public company experience

N/A

“When we released our preliminary

results, we could confirm the strategic wins but not all of the final numbers for the year ended December 31, 2025. Now

that our audit is complete, the full picture is clear and it validates what we said in the preliminary release,” said Terrance

Mendez, Chief Executive Officer. “We eliminated $18 million of our debt, returned stockholders’ equity to positive $8.2 million

from a stockholders’ deficit of $12.3 million, and we ended the year with $6.8 million in cash and cash equivalents.

Mr.

Mendez continued, “Loan program income increased 70% sequentially in the fourth quarter, and total revenue grew 12% from

Q3 2025 to Q4 2025 while operating expenses declined 10% (after excluding a success-based employee bonus). This

is the operating leverage inflection we have been building toward. We’ve also expanded beyond core banking and lending through

the launch of insurance, payments, and consulting solutions, because we believe the most durable cannabis fintech platform is one that

serves operators across their entire financial lifecycle.”

“With a clean balance sheet, a

financial institution agreement extended through 2031 at nearly double our prior share of loan program income, and new

revenue lines, we enter 2026 in a fundamentally different financial position than we have been in at any point in our recent history.”

For

more information on the Company’s year ended December 31, 2025 financial results, please refer to our Form 10-K filed with the

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

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.

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.

CONSOLIDATED

BALANCE SHEETS

December 31,

2025

December 31,

2024

ASSETS

Current Assets:

Cash and cash equivalents

$ 6,779,040

$ 2,324,647

Accounts receivable – trade

31,376

134,609

Accounts receivable – related party

1,009,483

968,023

Accounts receivable

1,009,483

968,023

Prepaid expenses

862,400

659,536

Accrued interest receivable

16,319

Forward purchase receivable

4,584,221

Loans receivable, net

13,332

Contract asset

516,283

Other current assets

3,000,000

Total Current Assets

12,198,582

11,700,687

Long-term loans receivable, net

378,854

Operating lease right to use assets

547,186

703,524

Investment in preferred securities

1,450,000

Prepaid expenses

414,329

412,500

Contract asset

2,581,417

Other assets

15,510

22,722

Total Assets

$ 17,207,024

$ 13,218,287

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:

Accounts payable

$ 189,828

$ 140,723

Accounts payable-related party

171,365

75,608

Accounts payable

171,365

75,608

Accrued expenses

1,310,463

1,301,378

Deferred revenue

15,415

28,335

Lease liabilities

181,963

161,952

Senior secured promissory note

255,765

Deferred consideration

3,000,000

3,338,343

Forward purchase derivative liability

7,309,580

Stand-ready guarantee liability

711,667

Financial indemnification liability

433,968

Other current liabilities

485,055

72,836

Total Current Liabilities

6,499,724

12,684,520

Warrant liabilities

39,620

1,360,491

Senior secured promissory note

10,748,408

Stand-ready guarantee liability

1,245,416

Financial indemnification liability

657,804

Lease liabilities

528,552

712,882

Total Liabilities

8,971,116

25,506,301

Commitment and Contingencies (Note 20)

Stockholders’ Equity (Deficit)

Convertible preferred stock, $.0001 par value, 1,250,000 shares authorized, 111 and 111 shares issued and outstanding on December 31, 2025, and December 31, 2024, respectively

Series B Convertible Preferred Stock, 35,000 authorized, shares, par value $.0001, 30,808 and 0 shares issued and outstanding as of December 31, 2025 and December 31, 2024

Class A Common Stock, $.0001 par value, 1 billion and 130 million shares authorized, 4,281,523 and

2,783,666 issued and outstanding at December 31, 2025, and December 31, 2024, respectively

428

278

Additional paid-in capital

131,152,020

108,467,253

Accumulated deficit

(122,916,543 )

(120,755,545 )

Total Stockholders’ Equity (Deficit)

$ 8,235,908

$ (12,288,014 )

Total Liabilities and Stockholders’ Equity (Deficit)

$ 17,207,024

$ 13,218,287

SHF

Holdings, Inc.

CONSOLIDATED

STATEMENTS OF OPERATIONS

For The Year Ended December 31,

2025

2024

Revenue

$ 7,673,532

$ 15,242,560

Operating expenses

Compensation and employee benefits

6,266,317

7,783,331

General and administrative expenses

3,294,275

4,018,094

Professional services

3,328,222

2,518,394

Lease expense

232,773

258,477

Amortization of contract asset

129,072

Credit loss (benefit) expense

(177,917 )

(1,393,131 )

Impairment of goodwill

6,058,000

Impairment of long-lived intangible assets

3,090,881

Total operating expenses

13,072,742

22,334,046

Operating loss

(5,399,210 )

(7,091,486 )

Other (income) expenses

Interest expense

(492,643 )

(533,390 )

Change in fair value of warrant liabilities

1,320,871

2,803,638

Gain on extinguishment of forward purchase derivative

3,336,213

Costs incurred to secure financing

(987,621 )

Discount on common stock sold pursuant to the ELOC

(76,553 )

Change in the fair value of deferred consideration

79,475

361,449

Total other income

3,179,742

2,631,697

Net loss before provision (benefit) for income taxes

(2,219,468 )

(4,459,789 )

Provision (benefit) for income taxes

(58,470 )

43,859,686

Net loss

(2,160,998 )

(48,319,475 )

Deemed dividend on Series B Preferred Stock redemption

(241,435 )

Net loss attributable to common stockholders

$ (2,402,433 )

$ (48,319,475 )

Weighted average shares outstanding, basic and diluted

2,921,648

2,772,867

Basic and diluted net loss per share

$ (0.82 )

$ (17.43 )

Earnings

Before Interest Taxes Depreciation and Amortization (EBITDA) and Adjusted EBITDA

“EBITDA”

is defined as net income (loss) before interest expense, income tax expense (benefit), and depreciation and amortization. “Adjusted

EBITDA” is further adjusted to exclude non-cash, unusual, and infrequent items that management does not consider reflective of

the Company’s core operating performance.

present EBITDA and Adjusted EBITDA because management uses these measures to evaluate operating performance, develop forward-looking

operating plans, and make strategic decisions regarding resource allocation. We believe these measures provide useful supplemental information

to investors evaluating our results in the same manner as management.

These

measures have material limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our

GAAP results. Specifically, although depreciation and amortization are non-cash charges, the underlying assets may require future replacement

and neither EBITDA nor Adjusted EBITDA reflects the associated capital expenditure requirements. In addition, neither measure reflects

changes in working capital needs or tax payments that may reduce cash available to the Company. Accordingly, these measures should be

considered alongside net income (loss) and other GAAP results.

reconciliation of net loss to EBITDA and Adjusted EBITDA is as follows:

Year ended December 31,

2025

2024

Net loss

$ (2,160,998 )

$ (48,319,475 )

Interest expense

492,643

533,390

Amortization of prepaid consulting associated with Series B

59,857

Amortization of contract asset

129,072

Depreciation and amortization expense

3,155

711,929

Provision for income taxes (benefit)

(58,470 )

43,859,686

EBITDA

(1,534,741 )

(3,214,470 )

Other adjustments:

Credit loss (benefit) expense

(177,917 )

(1,393,131 )

Change in the fair value of warrants

(1,320,871 )

(2,803,640 )

Deferred loan origination fees and costs

(63,275 )

Change in the fair value of deferred consideration

(79,475 )

(361,449 )

Gain on extinguishment of forward purchase derivative

(3,336,213 )

Costs incurred to secure financing

987,621

Discount on common stock sold pursuant to the ELOC

76,553

Stock based compensation

1,523,489

1,575,952

Goodwill and long-lived intangible assets impairment

9,148,881

Adjusted EBITDA

$ (3,861,554 )

$ 2,888,868

Three Months ended December 31,

2025

2024

Net loss

$ (582,592 )

$ (51,664,495 )

Interest expense

11,876

48,672

Amortization of prepaid consulting associated with Series B

59,857

Amortization of contract asset

129,072

Depreciation and amortization expense

160,573

Provision for income taxes (benefit)

43,804,107

EBITDA

(381,787 )

(7,651,143 )

Other adjustments:

Credit loss (benefit) expense

(177,917 )

(1,234,545 )

Change in the fair value of warrants

(724,048 )

(47,595 )

Deferred loan origination fees and costs

(141,856 )

Change in the fair value of deferred consideration

(34,190 )

Costs incurred to secure financing

(1,216 )

Discount on common stock sold pursuant to the ELOC

76,553

Stock based compensation

143,609

24,029

Goodwill and long-lived intangible assets impairment

9,148,881

Adjusted EBITDA

$ (1,064,806 )

$ 63,581

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Title of 12(b) Security

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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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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-Publisher SEC

-Name Exchange Act

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-Section 12

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Indicate if registrant meets the emerging growth company criteria.

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-Section 12

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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.

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-Publisher SEC

-Name Securities Act

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-Section B

-Subsection 2

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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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No definition available.

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

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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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-Publisher SEC

-Name Exchange Act

-Number 240

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

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Local phone number for entity.

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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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-Section 13e

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

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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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 soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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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 written communications pursuant to Rule 425 under the Securities Act.

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-Section 425

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