SHF Holdings (SHFS) CEO adds Series B preferred, warrants and large option grant
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
SHF Holdings, Inc. director and senior executive Terrance Elliot Mendez increased his exposure to the company through preferred stock, warrants, and stock options tied to a financing milestone. On September 30, 2025, he bought 125 shares of Series B Convertible Preferred Stock at $800 per share and received Series B Warrants to purchase 8,050 shares of common stock at a $7.7644 exercise price, under a Securities Purchase Agreement on the same terms as other participants and subject to shareholder approval obtained on November 6, 2025. That day he also received a stock option grant for 91,751 common shares at a $2.40 exercise price, vesting in full once the company completed an equity financing with at least $4 million in gross proceeds, which occurred on September 30, 2025. The company subsequently redeemed one Series B preferred share on December 10, 2025 and one more on December 31, 2025 under the preferred stock’s terms, leaving him with 123 Series B preferred shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 8,175 shares ($100,000)
Net Buy
5 txns
Insider
Mendez Terrance Elliot
Role
Director, CEO and CFO
Bought
8,175 shs ($100K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Series B Convertible Preferred Stock | 1 | $800.00 | $800.00 |
| Other | Series B Convertible Preferred Stock | 1 | $800.00 | $800.00 |
| Grant/Award | Stock Option (Right to Buy) | 91,751 | $0.00 | -- |
| Purchase | Series B Convertible Preferred Stock | 125 | $800.00 | $100K |
| Purchase | Series B Warrant to Purchase Common Stock (Right to Buy) | 8,050 | $0.00 | -- |
Holdings After Transaction:
Series B Convertible Preferred Stock — 123 shares (Direct, null);
Stock Option (Right to Buy) — 91,751 shares (Direct, null);
Series B Warrant to Purchase Common Stock (Right to Buy) — 8,050 shares (Direct, null)
Footnotes (1)
- This transaction is being reported late due to an inadvertent administrative oversight. The Reporting Person received the stock option award on August 7, 2025. The stock option would vest 100% upon SHF Holdings, Inc.'s (the "Issuer") successful completion of an equity financing that resulted in gross proceeds to the Issuer of at least $4 million (the "Financing Vesting Condition"). The Financing Vesting Condition was satisfied on September 30, 2025 and the stock option vested 100% on that date. On September 30, 2025, the Reporting Person entered into a Securities Purchase Agreement with the Issuer, pursuant to which the Issuer issued and sold to the Reporting Person 125 shares of the Issuer's Series B Convertible Preferred Stock (the "Series B Preferred Stock") and common stock purchase warrants (the "Series B Warrants") to initially acquire up to 8,050 shares of the Issuer's common stock on the same terms and conditions as the other participants in the transaction. The Reporting Person's acquisition of the Series B Preferred Stock and the Series B Warrants was subject to shareholder approval, which was obtained on November 6, 2025. The Series B Preferred Stock is perpetual and therefore has no expiration date. On December 10, 2025, the Issuer redeemed one share of the Reporting Person's Series B Preferred Stock in accordance with the terms of the Series B Preferred Stock's Certificate of Designation. On December 31, 2025, the Issuer redeemed one share of the Reporting Person's Series B Preferred Stock in accordance with the terms of the Series B Preferred Stock's Certificate of Designation.
Key Figures
Series B Preferred Purchase: 125 shares at $800 per share
Series B Warrants: 8,050 underlying common shares at $7.7644
Stock Option Grant: 91,751 shares at $2.40 exercise price
+4 more
7 metrics
Series B Preferred Purchase
125 shares at $800 per share
Bought on September 30, 2025 via Securities Purchase Agreement
Series B Warrants
8,050 underlying common shares at $7.7644
Issued September 30, 2025 with Series B Preferred
Stock Option Grant
91,751 shares at $2.40 exercise price
Award received August 7, 2025; vested September 30, 2025
Financing Vesting Condition
$4 million gross proceeds threshold
Equity financing completed September 30, 2025 met this condition
Series B Preferred Redemptions
1 share redeemed on each of two dates
Redemptions on December 10 and December 31, 2025
Series B Preferred Holding
123 shares
Total Series B Convertible Preferred Stock after December 31, 2025 redemption
Net Buy Shares
8,175 derivative shares
Net buy direction across reported derivative transactions
Key Terms
Series B Convertible Preferred Stock, Securities Purchase Agreement, Series B Warrants, Certificate of Designation, +2 more
6 terms
Series B Convertible Preferred Stock financial
"125 shares of the Issuer's Series B Convertible Preferred Stock"
Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.
Securities Purchase Agreement financial
"entered into a Securities Purchase Agreement with the Issuer"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Series B Warrants financial
"common stock purchase warrants (the "Series B Warrants")"
Series B warrants are contracts issued alongside a company's Series B financing that give the holder the right to buy a set number of shares at a fixed price within a specified time. For investors, they matter because they can provide leveraged upside if the company grows, or they can dilute existing shareholders when exercised—like a coupon promising a future share at a known price that can add value or change ownership stakes.
Certificate of Designation financial
"in accordance with the terms of the Series B Preferred Stock's Certificate of Designation"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
stock option award financial
"The Reporting Person received the stock option award on August 7, 2025."
equity financing financial
"successful completion of an equity financing that resulted in gross proceeds"
Equity financing is when a company raises money by selling ownership pieces (shares) to investors instead of borrowing; think of selling slices of a pie to get cash for the business. It matters to investors because buying shares gives them a claim on future profits and a voice in decisions, while existing owners give up some control and the value of each slice can change as the company grows or falters.
FAQ
What did SHFS director Terrance Mendez buy in this Form 4 filing?
Terrance Mendez acquired 125 shares of SHF Holdings’ Series B Convertible Preferred Stock at $800 per share. He also received Series B Warrants for 8,050 common shares and a stock option grant for 91,751 common shares, increasing his derivative-based exposure to the company.
What are the key terms of the SHFS Series B Warrants reported?
The Series B Warrants initially allow purchase of 8,050 SHF Holdings common shares at a $7.7644 exercise price. They were issued alongside the Series B Preferred Stock on September 30, 2025, on the same terms as other transaction participants, following shareholder approval obtained on November 6, 2025.
How is the SHFS stock option grant to Terrance Mendez structured?
Mendez received a stock option for 91,751 SHF Holdings common shares at a $2.40 exercise price. The option vested 100% when the company completed an equity financing with at least $4 million in gross proceeds, a condition satisfied on September 30, 2025, triggering full vesting that day.
What financing milestone triggered vesting of the SHFS stock options?
The option vested once SHF Holdings completed an equity financing with gross proceeds of at least $4 million. This “Financing Vesting Condition” was met on September 30, 2025, causing the entire 91,751-share option award to vest on that date according to the footnote description.
Did SHF Holdings redeem any Series B Preferred Stock from Terrance Mendez?
Yes. SHF Holdings redeemed one share of Mendez’s Series B Preferred Stock on December 10, 2025 and another on December 31, 2025. Both redemptions were carried out under the Certificate of Designation terms, reducing his Series B preferred holdings from 125 shares to 123 shares.
Was the SHFS Form 4 transaction reported late for any reason?
Yes. A footnote states the transaction is being reported late because of an inadvertent administrative oversight. This indicates the timing of the Form 4 filing, not a change in the underlying transaction terms, which had already occurred on the dates disclosed in the filing.