Unregistered Sales of Equity Securities. As previously disclosed, on September 30, 2025 SHF Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement with the investors party thereto, pursuant to which, among other things, the Company issued to such investors shares of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”). On October 26, 2026, the Company disclosed that it had 24,942,735 shares of Common Stock (as de…

Other Events. On October 26, 2026, SHF and Opifex Media Inc. (“Opifex”) issued a joint press release announcing that they had entered into a non-binding term sheet related to a potential business combination (the “Proposed Transaction”) between SHF and Opifex, a media holding company focused on the creator economy. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Solicitation Material This communication may be…

Unregistered Sales of Equity Securities. As previously disclosed, on September 30, 2025 SHF Holdings, Inc. (“SHF”) entered into a Securities Purchase Agreement with the investors party thereto, pursuant to which, among other things, SHF issued to such investors shares of SHF’s Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”). On October 22, 2026, as a result of the issuances described in the following sentence, the aggregate number of shares o…

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. 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…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On October 20, 2026, SHF Holdings, Inc. (the “Company”) received a letter (the “Letter”) from the listing qualifications department staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is eligible for an additional 180 calendar days, or until April 19, 2027, to regain compliance with Nasdaq’s requirement to maintain a minimum closing bid price of $1.00 per sha…

Results of Operations and Financial Condition. On 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 t…

Material Modifications to Rights of Security Holders. To the extent required by

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. Cautionary Statement Regarding Forward-Looking Statements: Certain information contained in this Current Report on Form 8-K may contain “forward-looking statements” within the mean…

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…