SHF Holdings Inc SEC Filings

SHF Holdings, Inc., doing business as Safe Harbor Financial, reported first quarter 2026 revenue of approximately $2.0 million, up 2.2% from about $1.9 million a year earlier. Loan program income rose 55.6% to roughly $0.8 million, reflecting a richer share of loan economics under the Second Amended PCCU agreement.

Total operating expenses decreased 4.7% to about $3.7 million, but the company recorded a larger net loss of approximately $1.8 million versus $0.8 million in the prior-year quarter, mainly because last year included a $1.1 million non-cash warrant liability benefit. Safe Harbor ended March 31, 2026 with $5.9 million in cash and cash equivalents and $6.7 million of stockholders’ equity, compared with a stockholders’ deficit of $16.9 million twelve months earlier, highlighting a major balance sheet turnaround.

Management highlighted a broadened product suite, including new insurance offerings, an expanded payments portfolio, and a full-spectrum lending platform. A February 2026 PCCU amendment extended the partnership through December 2031 and is expected to generate $9 million or more in incremental revenue over the term. The company also cited 29% year-over-year growth in emerging market deposit balances and sees potential long-term benefits from recent U.S. federal cannabis rescheduling developments.

SHF Holdings, Inc. reported first‑quarter 2026 revenue of $1.98 million, slightly above $1.93 million a year earlier, driven mainly by account and loan program income. Operating expenses of $3.74 million produced an operating loss of $1.76 million and a net loss of $1.78 million, or $0.43 per share.

Cash and cash equivalents were $5.9 million with net working capital of about $5.5 million, but accumulated deficit reached $124.7 million. Management states that recurring losses, negative operating cash flows and dependence on key agreements raise “substantial doubt” about the Company’s ability to continue as a going concern, despite access to an equity line of up to $150 million and cost‑control plans.

SHF Holdings, Inc. reported first‑quarter 2026 revenue of $1.98 million, slightly above $1.93 million a year earlier, driven mainly by account and loan program income. Operating expenses of $3.74 million produced an operating loss of $1.76 million and a net loss of $1.78 million, or $0.43 per share.

Cash and cash equivalents were $5.9 million with net working capital of about $5.5 million, but accumulated deficit reached $124.7 million. Management states that recurring losses, negative operating cash flows and dependence on key agreements raise “substantial doubt” about the Company’s ability to continue as a going concern, despite access to an equity line of up to $150 million and cost‑control plans.

SHF Holdings, Inc. reported board and committee changes. Richard Carleton informed the company on May 8, 2026 that he will not stand for reelection as a director at the 2026 annual meeting. The company states his decision is not due to any disagreement regarding operations, policies, or practices.

The board recently added two directors, Tyler Klimas and Sean Tonner, each appointed on April 22, 2026. Effective May 8, 2026, Klimas joined the Audit, Compensation, and Nominating and Corporate Governance Committees and became chairman of the Nominating and Corporate Governance Committee. Tonner joined the Compensation and Nominating and Corporate Governance Committees and became chairman of the Compensation Committee.

SHF Holdings, Inc. reported board and committee changes. Richard Carleton informed the company on May 8, 2026 that he will not stand for reelection as a director at the 2026 annual meeting. The company states his decision is not due to any disagreement regarding operations, policies, or practices.

The board recently added two directors, Tyler Klimas and Sean Tonner, each appointed on April 22, 2026. Effective May 8, 2026, Klimas joined the Audit, Compensation, and Nominating and Corporate Governance Committees and became chairman of the Nominating and Corporate Governance Committee. Tonner joined the Compensation and Nominating and Corporate Governance Committees and became chairman of the Compensation Committee.

SHF Holdings, Inc. Chief Marketing Officer Jeffrey R. Kay reported multiple transactions in Series B securities. On September 30, 2025, he entered a Securities Purchase Agreement under which the company issued 63 shares of Series B Convertible Preferred Stock at $800 per share and Series B Warrants to buy 4,057 shares of common stock at a conversion price of $7.7644 per share, with the warrants expiring on May 10, 2029. The acquisition was subject to shareholder approval obtained on November 6, 2025. The Series B Preferred Stock is perpetual. The company later redeemed one preferred share on December 10, 2025 and another on December 31, 2025, leaving Kay with 61 Series B preferred shares. The filing notes the transactions were reported late due to an administrative oversight.

SHF Holdings, Inc. Chief Marketing Officer Jeffrey R. Kay reported multiple transactions in Series B securities. On September 30, 2025, he entered a Securities Purchase Agreement under which the company issued 63 shares of Series B Convertible Preferred Stock at $800 per share and Series B Warrants to buy 4,057 shares of common stock at a conversion price of $7.7644 per share, with the warrants expiring on May 10, 2029. The acquisition was subject to shareholder approval obtained on November 6, 2025. The Series B Preferred Stock is perpetual. The company later redeemed one preferred share on December 10, 2025 and another on December 31, 2025, leaving Kay with 61 Series B preferred shares. The filing notes the transactions were reported late due to an administrative oversight.

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.

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.

SHF Holdings, Inc. Chief Investment & Strategy Officer Michael Regan reported several 2025 equity-linked transactions. On September 30, 2025, he entered a Securities Purchase Agreement under which the company issued 63 shares of Series B Convertible Preferred Stock at $800 per share and Series B Warrants initially exercisable for 4,057 common shares at $7.7644, on the same terms as other participants, subject to shareholder approval obtained on November 6, 2025. That day he also held a previously granted stock option for 45,875 common shares at $2.40, which vested 100% when the company completed an equity financing with at least $4 million in gross proceeds on September 30. The company later redeemed one Series B Preferred share on December 10, 2025 and another on December 31, 2025, leaving 61 Series B Preferred shares. The filing notes it was reported late due to an administrative oversight.

SHF Holdings, Inc. Chief Investment & Strategy Officer Michael Regan reported several 2025 equity-linked transactions. On September 30, 2025, he entered a Securities Purchase Agreement under which the company issued 63 shares of Series B Convertible Preferred Stock at $800 per share and Series B Warrants initially exercisable for 4,057 common shares at $7.7644, on the same terms as other participants, subject to shareholder approval obtained on November 6, 2025. That day he also held a previously granted stock option for 45,875 common shares at $2.40, which vested 100% when the company completed an equity financing with at least $4 million in gross proceeds on September 30. The company later redeemed one Series B Preferred share on December 10, 2025 and another on December 31, 2025, leaving 61 Series B Preferred shares. The filing notes it was reported late due to an administrative oversight.

SHF Holdings, Inc. director Richard Carleton entered into a Securities Purchase Agreement on September 30, 2025, under which the company issued and sold to him 13 shares of Series B Convertible Preferred Stock at $800 per share and Series B Warrants to buy 837 shares of common stock at $7.7644 per share. The acquisition of these securities was subject to shareholder approval, which was obtained on November 6, 2025. The Series B Preferred Stock is perpetual. The company later redeemed one share of his Series B Preferred Stock on December 10, 2025 and one share on December 31, 2025, leaving him with 11 Series B Preferred shares reported as of year-end.

SHF Holdings, Inc. director Richard Carleton entered into a Securities Purchase Agreement on September 30, 2025, under which the company issued and sold to him 13 shares of Series B Convertible Preferred Stock at $800 per share and Series B Warrants to buy 837 shares of common stock at $7.7644 per share. The acquisition of these securities was subject to shareholder approval, which was obtained on November 6, 2025. The Series B Preferred Stock is perpetual. The company later redeemed one share of his Series B Preferred Stock on December 10, 2025 and one share on December 31, 2025, leaving him with 11 Series B Preferred shares reported as of year-end.

SHF Holdings, Inc. reported that PAO SVP of Finance Controller Douglas Beck received a grant of stock options covering 45,875 shares of common stock at an exercise price of $2.40 per share. The options were granted on August 7, 2025 and were subject to a financing vesting condition tied to an equity financing that generated at least $4 million in gross proceeds for the company. This condition was met on September 30, 2025, causing the options to vest 100% on that date. Following this compensation-related award, Beck holds 45,875 stock options directly, with an expiration date of August 7, 2035. The filing notes the transaction was reported late due to an administrative oversight.

SHF Holdings, Inc. reported that PAO SVP of Finance Controller Douglas Beck received a grant of stock options covering 45,875 shares of common stock at an exercise price of $2.40 per share. The options were granted on August 7, 2025 and were subject to a financing vesting condition tied to an equity financing that generated at least $4 million in gross proceeds for the company. This condition was met on September 30, 2025, causing the options to vest 100% on that date. Following this compensation-related award, Beck holds 45,875 stock options directly, with an expiration date of August 7, 2035. The filing notes the transaction was reported late due to an administrative oversight.

SHF Holdings, Inc. executive Michael Regan, Chief Investment & Strategy Officer, reported his initial beneficial ownership on a Form 3. He holds a stock option to buy 7,326 shares of common stock at an exercise price of $6.40 per share, expiring on March 10, 2035. The options were granted on March 10, 2025 and vest at a rate of 33.3% per year starting December 31, 2025, indicating this is a compensation award rather than an open-market trade.

SHF Holdings, Inc. executive Michael Regan, Chief Investment & Strategy Officer, reported his initial beneficial ownership on a Form 3. He holds a stock option to buy 7,326 shares of common stock at an exercise price of $6.40 per share, expiring on March 10, 2035. The options were granted on March 10, 2025 and vest at a rate of 33.3% per year starting December 31, 2025, indicating this is a compensation award rather than an open-market trade.

SHF Holdings, Inc. filed an initial ownership report for Chief Marketing Officer Kay Jeffrey R., detailing stock option awards tied to common stock. The filing shows options to acquire 25,824 shares at $2.40 per share expiring in 2035, and options to acquire 23,781 shares at $2.22 per share, also expiring in 2035.

Footnotes explain that the options were granted on April 7, 2025 and August 7, 2025, and vest at a rate of 33.3% per year beginning December 31, 2025. These entries reflect holdings rather than new market purchases or sales.

SHF Holdings, Inc. filed an initial ownership report for Chief Marketing Officer Kay Jeffrey R., detailing stock option awards tied to common stock. The filing shows options to acquire 25,824 shares at $2.40 per share expiring in 2035, and options to acquire 23,781 shares at $2.22 per share, also expiring in 2035.

Footnotes explain that the options were granted on April 7, 2025 and August 7, 2025, and vest at a rate of 33.3% per year beginning December 31, 2025. These entries reflect holdings rather than new market purchases or sales.