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SHF Holdings, Inc.

For the period ended Sep 30, 2026. Filed Nov 9, 2026.

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About this filing

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.

Sep 30, 2026 · Filed Nov 9, 2026

SHFS$0.02-5.7%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Trading Arrangements

During the three months ended September 30, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated a “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.

Form 8-K

The information set forth below is included for the purpose of providing disclosure under “Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of Form 8-K.

Christopher McCabe

On November 5, 2026, the Board appointed Christopher McCabe to serve as the Company’s Principal Accounting Officer. Prior to joining the Company, Mr. McCabe, age 56, served as Director of Accounting at Cerberan Group, LLC from 2024 to 2026. Mr. McCabe also previously served as the Chief Financial Officer of each of Devi Holdings Inc. and Amma Investments Group, LLC from 2022 to 2024 and as the Chief Financial Officer of Heritage Trucking Inc. from 2018 to 2022. He received a Bachelor of Arts in Accounting from Saint John’s University and a Master of Science in Accounting from the University of Phoenix.

There are no arrangements or understandings between Mr. McCabe and any other person pursuant to which Mr. McCabe was appointed as an officer of the Company. There are no family relationships between Mr. McCabe and any director or executive officer of the Company. There are no transactions in which Mr. McCabe has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Pursuant to the terms of Mr. McCabe’s employment agreement with the Company (the “McCabe Employment Agreement”), Mr. McCabe will receive a base salary of $220,000 per year and will be eligible to earn $125.00 per hour for each billable hour he records in connection with SHF Managed Services client engagements, as recorded in accordance with the Company’s timekeeping policies and approved by the Company. Once Mr. McCabe’s aggregate cash compensation reaches $240,000 in any calendar year, his billable hourly rate will be reduced to $75.00 per hour for the remainder of that calendar year. Mr. McCabe is eligible to participate in the Company’s long term incentive plan subject to the Company’s achievement of certain performance measures, as determined by the Board (or the Compensation Committee thereof), and to participate in the Company’s employee benefit programs offered to similarly situated employees. Mr. McCabe is an at-will employee.

The foregoing summary of the McCabe Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the McCabe Employment Agreement, which is filed as Exhibit 10.3 hereto and incorporated herein by reference.

Michael Regan

On November 6, 2026, Michael Regan, the Chief Operating Officer and Secretary of the Company, informed the Company of his decision to resign from his roles at the Company effective November 12, 2026. Mr. Regan’s departure is not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.

Douglas Beck

As previously disclosed, Douglas Beck resigned from his roles as Principal Accounting Officer and Senior Vice President of Finance, Controller, effective August 8, 2026.

On August 9, 2026, Mr. Beck and the Company entered into a Consulting Services Agreement (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Beck advises the Company’s management team on financial and accounting matters on a part-time, as-needed basis. The Consulting Agreement continues on a month-to-month basis until terminated by either Mr. Beck or the Company. During the term of the Consulting Agreement, Mr. Beck is entitled to receive $125.00 per hour for his services.

The foregoing summary of the Consulting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Consulting Agreement, which is filed as Exhibit 10.4 hereto and incorporated herein by reference. The Company acknowledges that the disclosure required by Item 5.02 of Form 8-K with respect to the Company’s entry into the Consulting Agreement with Mr. Beck should have been filed within four business days of August 9, 2026 in accordance with General Instruction B.1 of Form 8-K, and that this disclosure is delinquent solely in that respect.

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