{"url_path":"/sec/shfs/10-q/2026/item-5","section_key":"item-5","section_title":"Item 5 Other Information**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1854963/0001493152-26-023748-index.html","accession_number":"0001493152-26-023748","cik":"0001854963","ticker":"SHFS","issuer_name":"SHF Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1854963/0001493152-26-023748-index.html","primary_entity_key":"0001854963","primary_entity_name":"SHF Holdings, Inc."},"word_count":381,"has_tables":true,"body_markdown":"**Item\n5. Other Information**\n\n \n\nOn April 20, 2026, Sundie Seefried resigned from the\nBoard of Directors, effective immediately.\n\n \n\nOn April 22, 2026, the Board approved an increase in its size from five to six directors\nand appointed Tyler Klimas as a Class III director and Sean Tonner as a Class II director, with both appointments effective\nimmediately. On May 8, 2026, Mr. Klimas was appointed to the Audit Committee, Compensation Committee, and Nominating and Corporate\nGovernance Committee, and was also named Chair of the Nominating and Corporate Governance Committee. On the same day, Mr. Tonner was\nappointed to the Compensation Committee and the Nominating and Corporate Governance Committee and was named Chair of the\nCompensation Committee. Both directors will receive compensation in accordance with the Company’s outside director\ncompensation program, prorated for any partial year of service.\n\n \n\nOn May 6, 2026, the Company notified the holders of its Series B Convertible\nPreferred Stock and the Series B Warrants of voluntary reductions to the conversion price of the Series B Convertible Preferred Stock\nand the cash exercise price of the Series B Warrants. From May 6, 2026 through July 31, 2026, the conversion price of the Series B Preferred\nStock will be voluntarily reduced from $1.5528 to $0.65 per share, and the cash exercise price of the Series B Warrants will be voluntarily\nreduced from $1.5528 to $0.65 per share from the date on which the registration statement filed on May 6, 2026 is declared effective by\nthe SEC until July 31, 2026. If all the Series B Warrants are exercised, the aggregate gross proceeds will be approximately $15.5 million;\nhowever, there is no assurance that any holders will elect to exercise their Series B Warrants or convert their Series B Convertible Preferred\nStock during the applicable reduction periods.\n\n \n\nOn May 8, 2026, Richard Carleton informed the Board of Directors of his decision not to be considered for reelection\nto the Board at the Company’s 2026 annual meeting of stockholders.\n\n \n\nDuring\nthe three months ended March 31, 2026, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the\nCompany adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”\nas each term is defined in Item 408(a) of Regulation S-K.\n\n \n\n16\n\n[Table of Contents](#toc_001)"}