What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-04-15 compared with 2025-04-10 · 57 added, 18 removed, 4 unchanged (95% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Class A Common Stock and Public Warrants are currently listed on The Nasdaq Capital Market under the symbols “SHFS” and “SHFS,”

respectively.

of March 31, 2025, there were 4,091 holders of our Class A Common Stock and 21 holders of our Public Warrants.

The actual number of

stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held

in street name by brokers and other nominees.

have not paid any cash dividends on our Class A Common Stock to date.

We may retain future earnings, if any, for future operations, expansion

and debt repayment and has no current plans to pay cash dividends for the foreseeable future.

Any decision to declare and pay dividends

in the future will be made at the discretion of the Board and will depend on, among other things, our results of operations, financial

condition, cash requirements, contractual restrictions and other factors that the Board may deem relevant.

In addition, our ability to

pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur.

anticipate declaring any cash dividends to holders of the Class A Common Stock in the foreseeable future.

Common Stock is listed on Nasdaq under the symbol “SHFS.” Our Redeemable Warrants, each exercisable for one share of Common

Stock at an exercise price of $230.00 per share, are listed on Nasdaq under the symbol “SHFSW”.

of April 10, 2026, there were 101 holders of record of our Common Stock and 21 holders of record of our Redeemable

The actual number of stockholders is greater than the number of record holders because many shares and warrants are held in

“street name” by brokers and other nominees on behalf of beneficial owners who are not reflected in the record holder count.

have not paid any cash dividends on our Common Stock and do not anticipate doing so in the foreseeable future.

We currently intend to

retain any future earnings to fund operations, working capital, and debt repayment.

Any future decision to declare and pay dividends

will be made at the sole discretion of our Board and will depend on a number of factors, including our results of operations, financial

condition, capital requirements, contractual restrictions, and any other factors the Board considers relevant.

addition, our ability to pay dividends on our Common Stock may be restricted by the terms of any current or future indebtedness or preferred

Notably, our Series B Preferred Stock, issued on September 30, 2025, ranks senior to our Common Stock with respect to dividends

and liquidation.

Dividends on the Series B Preferred Stock accrue only when declared by the Board, on an as-converted basis, but holders

of the Series B Preferred Stock are entitled to receive dividends on a parity with holders of Common Stock before any dividends may be

paid to holders of Common Stock alone.

Sales of Unregistered Securities

have been no securities sold by the Company for the period covered by this Annual Report on Form 10-K which were not registered under

the Securities Act.

Included are new issues, securities issued upon conversion from other share classes, and securities issued in exchange

the year ended December 31, 2025, the Company issued the following securities that were not registered under the Securities Act.

Each of these issuances was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act

and/or Rule 506(b) of Regulation D promulgated thereunder, as transactions not involving a public offering to accredited investors

or in exchange for securities or services.

Promissory Notes .

On August 27, 2025 and September 9, 2025, the Company issued the Notes to accredited investors with an aggregate

principal of approximately $0.7 million and a 20% original issue discount.

During the year ended December 31, 2025, the Company issued 1,326,603 shares of Common Stock under the ELOC, receiving net proceeds

of $1.8 million with an average price per share of $1.341.

B Preferred Stock and Series B Warrants .

On September 30, 2025, the Company issued 31,052 shares of Series B Preferred Stock and

Series B Warrants to purchase an aggregate of 1,999,544 shares of Common Stock to institutional and accredited investors for

aggregate consideration of approximately $24.7 million, consisting of cash, debt cancellation, termination of contractual

obligations, and exchanges of then-outstanding Notes.

Included in this issuance were securities issued to PCCU in exchange for

cancellation of $10.7 million in debt, to Verdun, Midtown, and Vellar in exchange for termination of the $7.3 million FPA, to

holders of the Notes in exchange for cancellation of those notes, and to three independent consultants for services.

Stock - Abaca Acquisition Consideration .

On October 3, 2025, the Company issued 37,517 unregistered shares of Common Stock

in lieu of cash in satisfaction of the third-anniversary consideration payment under the Abaca merger agreement.

Stock - Legal Settlement .

During 2025, the Company issued 89,308 shares of Common Stock in connection with the settlement of

a legal dispute.

420 IT Solutions Asset Acquisition .

In connection

with the Company’s acquisition of substantially all of the assets of 420 IT Solutions, the Company issued 125,000 shares of

Common Stock (the “Earnout Shares”) at closing as the full purchase price for the acquired assets.

The issued Earnout

Shares are held by the Company (or its transfer agent) on behalf of 420 IT Solutions as they are subject to performance-based vesting

conditions during the period January 1, 2026 through December 31, 2027.

Unvested Earnout Shares are subject to transfer restrictions

and forfeiture.

The Earnout Shares are restricted securities under Rule 144.

This issuance was made in reliance on the exemption

from registration provided by Section 4(a)(2) of the Securities Act, as a transaction not involving a public offering in exchange

for property.

See Part II, Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations

for the Years ended December 31, 2025 and 2024––Acquisition of 420 IT Solutions.”

Company relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act for each of the above issuances,

on the basis that each transaction did not involve a public offering and was made to accredited investors, or in exchange

for property, services, or other securities.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity