SHF Holdings, Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our 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”. Holders of Record As of April 10, 2026, there were 101 holders of record of our Common Stock and 21 holders of record of our Redeemable Warrants. 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. Dividend Policy We 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. In addition, our ability to pay dividends on our Common Stock may be restricted by the terms of any current or future indebtedness or preferred equity. 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. Recent Sales of Unregistered Securities During 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. 1) Convertible 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. 2) ELOC . 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. 3) Series 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. 4) Common 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. 5) Common Stock - Legal Settlement . During 2025, the Company issued 89,308 shares of Common Stock in connection with the settlement of a legal dispute. 6) 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.” The 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. Issuer Purchases of Equity Securities None Item 6. [Reserved] 35