The filing discloses the adoption of an amended retention plan and the cancellation of director retention agreements, which are compensatory arrangements rather than a change in management personnel.

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

The filing details retention agreements and compensation arrangements for key employees and directors, with a delayed resignation of the Principal Accounting Officer.

The filing describes a retention plan and agreement for key employees and directors, not a management change.

Chief Operating Officer and Secretary — Michael Regan: Michael Regan was appointed as Chief Operating Officer and Secretary.

Principal Accounting Officer and Senior Vice President of Finance, Controller — Douglas Beck: Mr. Beck resigned from his roles at the Company effective July 31, 2026.

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

Director — Richard Carleton: Richard Carleton decided not to be considered for reelection to the Board, with Tyler Klimas and Sean Tonner appointed as successors.

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…

Director — Sundie Seefried: Ms. Seefried tendered her resignation as a member of the Board of Directors.

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…

Entry into Material Definitive Agreement. As previously disclosed, SHF Holdings, Inc. (the “Company”) entered that certain Securities Purchase Agreement, dated September 30, 2025 (the “Agreement”), by and among the Company and the investors listed on the Schedule of Buyers attached thereto (each, a “Buyer”). The Agreement was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 3, 2025. On October 14, 2025, the Company and each Buyer entered into an Am…

by reference. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Registration Rights Agreements In connection with the execution of the Purchase Agreement, the Company entered into a Registration Rights Agreement with each Buyer on the Closing Date (the “Re…

Pursuant to the Purchase Agreement, the Company issued shares of Series B Preferred Stock and Warrants. Such issuances were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act. The shares of Series B Preferred Stock and the Class A Common Stock underlying the Warrants issued in relation to the Purchase Agreement have not been registered under the Securities Act a…

by reference. As previously disclosed, on April 7, 2025 the Company received a notice from The Nasdaq Stock Market (the “Nasdaq”) indicating that it no longer met the continued listing requirements. Specifically, the Company’s stockholders’ equity was below the minimum required stockholders’ equity of $2.5 million as stipulated by Nasdaq Listing Rule 5550(b)(1) (“Rule 5550(b)(1)”). As a result of the transactions described in

Principal Accounting Officer — Douglas Beck: Douglas Beck was promoted to Principal Accounting Officer while continuing his role as Senior Vice President of Finance, Controller.

Entry into Material Definitive Agreement. On September 17, 2025 (the “Closing Date”), SHF Holdings, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with CREO Investments LLC (“CREO”), which provides that, subject to the terms and conditions set forth therein, the Company may sell to CREO up to the lesser of (i) $150,000,000 of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock) and (ii) until such time, if ever, th…

The September Note was offered and sold to the Investor in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D under the Securities Act. 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: September 12, 2025 By: /s/ Terrance E. Mendez Terrance E. Mendez Chie…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth in

Entry into Material Definitive Agreement. As previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 2, 2025 (the “Prior Report”), on August 27, 2025, SHF Holdings Inc. (the “Company”) closed an offering of Convertible Promissory Notes (the “Notes”) that were issued to certain accredited investors with a maturity date of August 2026, a 20% original issue discount and an aggregate principal sum of $562,500. On September 9…