SHF Holdings, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended September 30, 2026, the Company issued 866 shares of Common Stock (as adjusted for the 1-for-12 reverse stock split effected on September 30, 2026) to the ELOC Investor under the ELOC, for aggregate proceeds of approximately $1,362, or an average price of $1.57 per share. These shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The resale of these shares by the ELOC Investor is covered by a registration statement on Form S-1 (Registration No. 333-290524) filed with the SEC on September 26, 2025.

Subsequent to September 30, 2026, the Company issued shares of Common Stock upon conversion of shares of Series B Convertible Preferred Stock in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act. The Company disclosed these issuances on Current Reports on Form 8-K filed on October 26, 2026, October 30, 2026 and November 6, 2026. See Note 18,Subsequent Events, to the unaudited condensed consolidated financial statements.