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SHF Holdings, Inc.

For the period ended Mar 31, 2026. Filed May 15, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 15, 2026

SHFS$0.03-1.1%Stored close · as of Nov 6, 2026

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Item 5. Other Information

On April 20, 2026, Sundie Seefried resigned from the Board of Directors, effective immediately.

On April 22, 2026, the Board approved an increase in its size from five to six directors and appointed Tyler Klimas as a Class III director and Sean Tonner as a Class II director, with both appointments effective immediately. On May 8, 2026, Mr. Klimas was appointed to the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, and was also named Chair of the Nominating and Corporate Governance Committee. On the same day, Mr. Tonner was appointed to the Compensation Committee and the Nominating and Corporate Governance Committee and was named Chair of the Compensation Committee. Both directors will receive compensation in accordance with the Company’s outside director compensation program, prorated for any partial year of service.

On May 6, 2026, the Company notified the holders of its Series B Convertible Preferred Stock and the Series B Warrants of voluntary reductions to the conversion price of the Series B Convertible Preferred Stock and the cash exercise price of the Series B Warrants. From May 6, 2026 through July 31, 2026, the conversion price of the Series B Preferred Stock will be voluntarily reduced from $1.5528 to $0.65 per share, and the cash exercise price of the Series B Warrants will be voluntarily reduced from $1.5528 to $0.65 per share from the date on which the registration statement filed on May 6, 2026 is declared effective by the SEC until July 31, 2026. If all the Series B Warrants are exercised, the aggregate gross proceeds will be approximately $15.5 million; however, there is no assurance that any holders will elect to exercise their Series B Warrants or convert their Series B Convertible Preferred Stock during the applicable reduction periods.

On May 8, 2026, Richard Carleton informed the Board of Directors of his decision not to be considered for reelection to the Board at the Company’s 2026 annual meeting of stockholders.

During the three months ended March 31, 2026, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted orterminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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