SHF Holdings, Inc.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer / Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon his evaluation, our Chief Executive Officer / Chief Financial Officer concluded that, solely due to the below-mentioned material weaknesses, the Company’s disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of September 30, 2026.

Material Weaknesses

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, management identified, during the fourth quarter of 2025, a material weakness in internal control over financial reporting related to the Company’s loan documentation and expected credit loss estimation process (the “Loan Documentation Material Weakness”). This material weakness arose in connection with the Company’s initial recognition, under the Second Amended CAA effective October 1, 2025, of a stand-ready guarantee liability at fair value under ASC 460 and an expected credit loss liability under ASC 326-20. Both measurements rely on underlying CRB loan documentation maintained as part of the Company’s credit administration responsibilities under the Second Amended CAA. In connection with the year-end audit, certain loan documentation used in connection with these measurements was identified as out of date or inconsistent with the terms of the underlying loans. The Loan Documentation Material Weakness remained outstanding as of September 30, 2026.

While the Company’s valuation conclusions with respect to the stand-ready guarantee liability and the expected credit loss liability were determined to be fairly stated as of September 30, 2026, the absence of a formalized loan documentation review and maintenance process represents a control deficiency that, if not remediated, could result in a material misstatement of the Company’s indemnification liability under ASC 460 or its expected credit loss liability under ASC 326-20 in future periods.

Remediation of Loan Documentation Material Weakness

Management is responsible for the design, implementation and testing of the Company’s internal control over financial reporting, including the controls intended to remediate the Loan Documentation Material Weakness. Management has developed a formal remediation plan and has implemented it, including new loan documentation checklists and review procedures, a periodic documentation maintenance process, and the restructuring of the credit administration function responsible for maintaining CRB loan files. Management has discussed the remediation plan and its progress with the Audit Committee and has informed the Company’s independent registered public accounting firm of the plan; those discussions do not constitute an evaluation, approval or endorsement of the design or effectiveness of the Company’s controls by the independent registered public accounting firm.

Management is currently evaluating the operating effectiveness of the controls implemented under the plan. A material weakness is not considered remediated until management concludes, through testing, that the applicable controls have operated effectively for a sufficient period of time. Management currently anticipates that the Loan Documentation Material Weakness will be considered remediated during the fourth quarter of 2026, provided that a sufficient volume of loan activity occurs during that period to allow management to evidence the operating effectiveness of the remediated controls. There can be no assurance that the material weakness will be remediated within this anticipated timeframe, or at all, particularly if loan origination or renewal volume during the relevant period is insufficient to support management’s testing of the remediated controls.

A failure to maintain effective internal controls over financial reporting could result in errors in our financial statements that could require us to restate past financial statements, cause us to fail to meet our reporting obligations, and cause investors to lose confidence in our reported financial information, all of which could materially and adversely affect the Company.

Status of Previously Identified Material Weakness

As also disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the previously identified material weakness related to the completeness and accuracy of account activity fee income earned on CRB deposits held at PCCU has not yet been remediated. Although management has implemented remediation measures, as of September 30, 2026, sufficient time has not yet elapsed to enable management to conclude that the related controls are operating effectively. Management will continue to monitor the operating effectiveness of these controls during 2026.

Changes in Internal Control Over Financial Reporting

During the quarter ended September 30, 2026, our now-former Principal Accounting Officer, Douglas Beck, departed the Company. This individual performed key review and approval controls over the financial close and external reporting process, including controls that support remediation of the material weaknesses described above. Although the Company’s Controller formally served as our Principal Accounting Officer for the remainder of the quarter, management considers Mr. Beck’s departure to be a change that is reasonably likely to materially affect our internal control over financial reporting. Subsequent to quarter end, on November 5, 2026, the Board appointed Christopher McCabe to serve as our Principal Accounting Officer.

To maintain the operation of these controls, we (i) engaged an outside accounting advisory firm to provide technical accounting, financial close and SEC reporting support, and (ii) entered into a consulting arrangement with our former Principal Accounting Officer to provide technical accounting support as an independent consultant. Management, with oversight from the Audit Committee, continues to monitor whether these measures are adequate, including as Mr. McCabe transitions into the Principal Accounting Officer role.

Other than the matters described above and the remediation activities described above for the Loan Documentation Material Weakness, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.