{"url_path":"/sec/shfsw/proxy/2026-05-08/000149315226022031","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1854963/0001493152-26-022031-index.html","accession_number":"0001493152-26-022031","cik":"0001854963","ticker":"SHFS","issuer_name":"SHF Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1854963/0001493152-26-022031-index.html","primary_entity_key":"0001854963","primary_entity_name":"SHF Holdings, Inc."},"word_count":20889,"has_tables":true,"body_markdown":"false\n0001854963\nDEF 14A\n\n0001854963\n\n2025-01-01\n2025-12-31\n\niso4217:USD\n\nxbrli:shares\n\niso4217:USD\n\nxbrli:shares\n\nxbrli:pure\n\n \n\n \n\n \n\n**United\nStates**\n\n**Securities\nand Exchange Commission**\n\n**Washington,\nD.C. 20549**\n\n \n\n**SCHEDULE\n14A**\n\n**Proxy\nStatement Pursuant to Section 14(a) of the**\n\n**Securities\nExchange Act of 1934**\n\n \n\nProxy\nStatement Pursuant to Section 14(a)\n\nof\nthe Securities Exchange Act of 1934\n\n \n\nFiled\nby the Registrant ☒\n\nFiled\nby a Party other than the Registrant ☐\n\n \n\nCheck\nthe appropriate box:\n\n \n\n☐\nPreliminary\nProxy Statement\n\n \n \n\n☐\nConfidential,\nFor Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\n \n \n\n☒\nDefinitive\nProxy Statement\n\n \n \n\n☐\nDefinitive\nAdditional Materials\n\n \n \n\n☐\nSoliciting\nMaterial under Rule 14a-12\n\n \n\n**SHF\nHOLDINGS, INC.**\n\n(Name\nof Registrant as Specified in Its Charter)\n\n \n\n(Name\nof Person(s) Filing Proxy Statement, if Other Than the Registrant)\n\n \n\nPayment\nof Filing Fee (Check the appropriate box):\n\n \n\n☒\nNo\nfee required.\n\n \n \n\n☐\nFee\npaid previously with preliminary materials.\n\n \n \n\n☐\nFee\ncomputed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.\n\n \n\n \n\n \n\n \n\n \n\n** **\n\n**SHF\nHoldings, Inc.**\n\n**1526\nCole Blvd., Suite 250**\n\n**Golden,\nColorado 80401**\n\n**(303)\n431-3435**\n\n \n\nMay\n8, 2026\n\n \n\nDear\nStockholder:\n\n \n\nOn\nbehalf of the Board of Directors and management of SHF Holdings, Inc. (the “Company”), you are cordially invited to join\nus at the 2026 Annual Stockholders Meeting (the “2026 Annual Meeting”) of the Company to be held on June 17, 2026 at 7:30\na.m., Mountain Daylight Time, in a virtual meeting format only via live webcast at www.virtualshareholdermeeting.com/SFHS2026. Our proxy\nstatement for the 2026 Annual Meeting, our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities\nand Exchange Commission on April 15, 2026, and all amendments or supplements to the foregoing material that are required to be furnished\nto stockholders are available at www.proxyvote.com, and a list of stockholders entitled to vote at the 2026 Annual Meeting will be available\nfor inspection during the ten days prior to the 2026 Annual Meeting at www.proxyvote.com, as well as during the 2026 Annual Meeting at\nwww.virtualshareholdermeeting.com/SFHS2026.\n\n \n\nAt\nthe 2026 Annual Meeting, you will be asked to:\n\n \n\n(1)\nelect\ntwo director nominees to serve for a three-year term as a Class II director;\n\n \n \n\n(2)\nratify\nthe appointment of Macias, Gini & O’Connell LLP as our independent registered public accounting firm for our fiscal year\nending December 31, 2026; and\n\n \n \n\n(3)\ntransact\nsuch other business as may properly come before the 2026 Annual Meeting, or any adjournments or postponements thereof.\n\n \n\nThe\nBoard of Directors recommends the election of the two nominees for director and the approval of Proposal 2.\n\n \n\nYour\nvote is important. Whether you own a few shares or many, and whether or not you plan to attend the 2026 Annual Meeting, it is important\nthat your shares be represented and voted at the 2026 Annual Meeting. You may vote your shares by proxy on the Internet, or by completing,\nsigning and promptly returning a proxy card.\n\n \n\nThank\nyou for your continuing support of the Company and its vision.\n\n \n\nSincerely,\n\n \n\nTerrance\nE. Mendez\n\nChief\nExecutive Officer & Chief Financial Officer\n\n \n\n \n\n \n\n \n\n**SHF\nHOLDINGS, INC.**\n\n**NOTICE\nOF ANNUAL MEETING OF STOCKHOLDERS**\n\n**TO\nBE HELD ON JUNE 17, 2026**\n\n \n\nTo\nthe Stockholders of SHF Holdings, Inc.:\n\n \n\nNOTICE\nIS HEREBY GIVEN that the Annual Meeting of Stockholders (the “2026 Annual Meeting”) of SHF Holdings, Inc., a Delaware corporation\n(the “Company”), will be held on June 17, 2026 at 7:30 a.m., Mountain Daylight Time, in a virtual meeting format only, via\nlive webcast at www.virtualshareholdermeeting.com/SFHS2026. Our proxy statement for the 2026 Annual Meeting (the “Proxy Statement”),\nour Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”)\non April 15, 2026 (the “2025 Annual Report”), and all amendments or supplements to the foregoing material that are required\nto be furnished to stockholders are available at www.proxyvote.com, and a list of stockholders entitled to vote at the 2026 Annual Meeting\nwill be available for inspection during the ten days prior to the 2026 Annual Meeting at www.proxyvote.com, as well as during the 2026\nAnnual Meeting at www.virtualshareholdermeeting.com/SFHS2026.\n\n \n\nThe\n2026 Annual Meeting will be held for the following purposes:\n\n \n\n1.\nElection\nof two Class II directors, each to serve for a three-year term (the “Election of Directors Proposal”);\n\n \n \n\n2.\nRatification\nof the appointment of Macias, Gini & O’Connell LLP (“MGO”) as the Company’s independent registered public\naccounting firm for the fiscal year ending December 31, 2026 (the “Ratification of Accountants Proposal” and, together\nwith the Election of Directors Proposal, the “Proposals”);\n\n \n \n\n3.\nTransaction\nof such other business as may properly come before the 2026 Annual Meeting, or any adjournments or postponements thereof.\n\n \n\nThe\nforegoing items of business are more fully described in the Proxy Statement accompanying this Notice of Internet Availability of Proxy\nMaterials (the “Notice”).\n\n \n\nIn\naccordance with SEC rules that allow us to furnish our Proxy Statement and 2025 Annual Report (collectively, the “Proxy Materials”)\nover the Internet, we are mailing to our stockholders this Notice instead of a paper copy of the Proxy Materials. The Notice contains\ninstructions on how to access those documents over the Internet and how to submit your proxy via the Internet. It is anticipated that\non or about May 8, 2026 we will commence mailing to our stockholders (other than those who previously requested electronic or paper delivery)\na Notice containing instructions on how to access our Proxy Materials over the Internet and how to submit your proxy via the Internet.\nThe Notice also contains instructions on how to request a paper copy of the Proxy Materials.\n\n \n\nAs\nstated above, we have adopted a virtual format for the 2026 Annual Meeting. In order to virtually attend the 2026 Annual Meeting, you\nmust register at www.virtualshareholdermeeting.com/SFHS2026. You will find more information on the matters for voting in the Proxy Statement.\nIf you are a stockholder of record, you may vote by mail or by using the Internet.\n\n \n\n**Your\nvote is important!** We strongly encourage you to exercise your right to vote as a stockholder. Please sign, date and return the enclosed\nproxy card or voting instruction card in the envelope provided, call the toll-free number or log on to the Internet to vote your shares\nby proxy. You may revoke your proxy at any time before it is exercised.\n\n \n\nYou\nwill find instructions on how to vote beginning on page 2 of the Proxy Statement. Most stockholders vote by proxy and do not attend\nthe 2026 Annual Meeting in person via the Internet. The Board of Directors of the Company (the “Board of Directors” or the\n“Board”) has fixed the close of business on April 30, 2026 as the record date (the “Record Date”) for determining\nthose stockholders entitled to notice of, and to vote at, the 2026 Annual Meeting and any adjournments or postponements thereof. Thus,\nas long as you were a stockholder at the close of business on April 30, 2026 you have the right to vote on the Proposals being presented\nat the 2026 Annual Meeting, such that you are invited to virtually attend the 2026 Annual Meeting, or to send a representative.\n\n \n\nWhether\nor not you expect to be present, please vote using our secure online voting website or by signing, dating and returning your enclosed\nproxy card in the postage-paid envelope provided for that purpose as promptly as possible.\n\n \n\nBy\nOrder of the Board of Directors,\n\n \n\nTerrance\nE. Mendez\n\nChief\nExecutive Officer & Chief Financial Officer\n\n \n\nGolden,\nColorado\n\nMay\n8, 2026\n\n \n\n**IMPORTANT\nNOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 17, 2026:**\n\n \n\nThis\nProxy Statement is available on the Internet at www.proxyvote.com and will be available during the 2026 Annual Meeting at www.virtualshareholdermeeting.com/SFHS2026.\nOn this site, you will be able to access our Proxy Statement, our 2025 Annual Report, and all amendments or supplements to the foregoing\nmaterial that are required to be furnished to stockholders.\n\n \n\n \n\n \n\n \n\n**TABLE\nOF CONTENTS**\n\n \n\n \nPage\n\n[PROXY STATEMENT](#sd_001)\n1\n\n[QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS](#sd_002)\n2\n\n[PROPOSAL\n1: ELECTION OF CLASS II DIRECTORS](#sd_003)\n7\n\n[MANAGEMENT AND CORPORATE GOVERNANCE](#sd_004)\n8\n\n[COMPENSATION DISCUSSION AND ANALYSIS](#sd_005)\n16\n\n[SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT](#sd_006)\n22\n\n[REPORT OF THE AUDIT COMMITTEE](#sd_007)\n24\n\n[CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS](#sd_008)\n25\n\n[PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF MACIAS, GINI & O’CONNELL LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026](#sd_009)\n27\n\n[STOCKHOLDERS MATTERS](#sd_010)\n29\n\n[OTHER BUSINESS](#sd_011)\n30\n\n[HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS](#sd_012)\n30\n\n \n\ni\n\n \n\n** **\n\n**SHF\nHOLDINGS, INC.**\n\n**ANNUAL\nMEETING OF STOCKHOLDERS**\n\n**TO\nBE HELD ON JUNE 17, 2026**\n\n \n\n**PROXY\nSTATEMENT**\n\n \n\nThe\nenclosed proxy is being solicited on behalf of the Board of Directors of SHF Holdings, Inc. for use at the 2026 Annual Meeting to be\nheld on June 17, 2026 at 7:30 a.m., Mountain Daylight Time, in a virtual meeting format only via live webcast at www.virtualshareholdermeeting.com/SFHS2026,\nor at such other time and place to which the 2026 Annual Meeting may be adjourned. In this Proxy Statement, we refer to SHF Holdings,\nInc. as the “Company,” “SHF,” “we,” “us” or “our.”\n\n \n\nA\nlist of stockholders entitled to vote at the 2026 Annual Meeting will be available for inspection during the ten days prior to the 2026\nAnnual Meeting at www.proxyvote.com, as well as during the 2026 Annual Meeting at www.virtualshareholdermeeting.com/SFHS2026. It is anticipated\nthat on or about May 8, 2026 we will commence mailing to our stockholders (other than those who previously requested electronic or paper\ndelivery) a Notice containing instructions on how to access our Proxy Materials over the Internet and how to submit your proxy via the\nInternet. The Notice also contains instructions on how to request a paper copy of the Proxy Materials.\n\n \n\nExecution\nand return of the enclosed proxy will not affect a stockholder’s right to attend the 2026 Annual Meeting and to vote in person\nonline at the virtual 2026 Annual Meeting. Any stockholder executing a proxy retains the right to revoke such proxy at any time prior\nto its exercise at the 2026 Annual Meeting. A proxy may be revoked by delivery of written notice of revocation to SHF Holdings, Inc.,\n1526 Cole Blvd., Suite 250, Golden, Colorado 80401, Attention: Michael Regan, Chief Investment & Strategy Officer, by execution and\ndelivery of a later proxy or by voting the shares in person at the virtual 2026 Annual Meeting. If you virtually attend the 2026 Annual\nMeeting and vote in person by ballot, your proxy will be revoked automatically and only your vote at the 2026 Annual Meeting will be\ncounted. A proxy, when executed and not revoked, will be voted in accordance with the instructions thereon. In the absence of specific\ninstructions, the proxy holders will vote your shares in accordance with the recommendations of the Board of Directors for each of the\nProposals described in this Proxy Statement and in accordance with their best judgment on all other matters that may properly come before\nthe 2026 Annual Meeting. The enclosed form of proxy card provides a method for stockholders to withhold authority to vote for any one\nor more of the nominees for director while granting authority to vote for the remaining nominees. The names of all nominees are listed\non the proxy card. Since there are two nominees, you must check the box marked “**FOR**” for each of the director nominees\nfor which you wish to vote for. If you wish to withhold authority to vote for all nominees, check the box marked “**WITHHOLD**.”\nIf you wish your shares to be voted for some nominees and not for one or more of the others, check the box marked “**FOR**”\nand indicate the name(s) of the nominee(s) for whom you are withholding the authority to vote by writing the name(s) of such nominee(s)\non the proxy in the space provided.\n\n \n\n**RECORD\nDATE AND VOTING SECURITIES**\n\n \n\nOnly\nstockholders of record at the close of business on April 30, 2026, the Record Date, are entitled to notice of, and to vote at, the 2026\nAnnual Meeting. The stock transfer books of the Company will remain open between the Record Date and the date of the 2026 Annual Meeting.\nOn the Record Date, the Company had 5,033,118 outstanding shares of its Class A common stock, par value $0.0001 per share (“Common\nStock”), held of record by 101 holders.\n\n \n\n**QUORUM\nAND VOTING**\n\n \n\nThe\npresence at the 2026 Annual Meeting, in person online or by proxy, of the holders of a majority of the shares of our Common Stock\noutstanding is necessary to constitute a quorum. Pursuant to our Second Amended and Restated Certificate of Incorporation (the\n“Certificate of Incorporation”), we are authorized to issue 1,000,000,000 shares of our Common Stock, 1,250,000\nshares of Convertible preferred stock, $0.0001 par value, of which 111 shares are outstanding, and 35,000 shares of Series\nB Preferred Stock (as defined below) of which 29,501 were issued and outstanding as of the date hereof. Only holders of our\nCommon Stock are entitled to one vote on each matter to be voted on at the 2026 Annual Meeting, including the Election of Directors\nProposal, for each share of Common Stock held. All votes will be tabulated by the inspector of election appointed for the 2026\nAnnual Meeting, who will separately tabulate affirmative and negative votes, abstentions, and broker non-votes. Abstentions and\nbroker non-votes are counted as present for purposes of determining the presence or absence of a quorum for the transaction of\nbusiness.\n\n \n\nA\ndirector nominee will be elected if a plurality of the votes cast at the 2026 Annual Meeting are “FOR” a director’s\nelection. “Plurality” means that individuals who receive the highest number of votes cast are elected, up to the maximum\nnumber of directors to be elected at the 2026 Annual Meeting. All other matters to be voted on at the 2026 Annual Meeting require the\naffirmative vote of a majority of the votes cast virtually or by proxy at the 2026 Annual Meeting.\n\n \n\n**The\nBoard of Directors recommends a vote “FOR” the two nominees in Proposal 1 and “FOR” Proposal 2.**\n\n \n\n1\n\n \n\n \n\n**QUESTIONS\nAND ANSWERS ABOUT THESE PROXY MATERIALS**\n\n \n\nBelow\nare instructions on how to vote, as well as information on your rights as a stockholder as they relate to voting. Some of the instructions\nvary depending on how your stock is held. It’s important to follow the instructions that apply to your situation.\n\n \n\n**Why\nam I receiving these materials?**\n\n \n\nThe\nCompany has made these Proxy Materials available to you on the Internet, or, upon your request, has delivered printed versions of these\nmaterials by mail, in connection with the Company’s solicitation of proxies for use at the 2026 Annual Meeting and at any postponement(s)\nor adjournment(s) thereof. It is anticipated that on or about May 8, 2026 we will commence mailing to our stockholders (other than those\nwho previously requested electronic or paper delivery) a Notice containing instructions on how to access our Proxy Materials over the\nInternet and how to submit your proxy via the Internet. The Notice also contains instructions on how to request a paper copy of the Proxy\nMaterials. This Proxy Statement gives you information on how to vote your proxy and the proposals to be presented at the 2026 Annual\nMeeting so that you can make an informed decision.\n\n \n\n**What\nis included in these materials?**\n\n \n\nThese\nProxy Materials include:\n\n \n\n●\nThis\nProxy Statement for the 2026 Annual Meeting; and\n\n \n \n\n●\nThe\n2025 Annual Report.\n\n \n\nIf\nyou requested printed versions of these Proxy Materials by mail, these materials also include the proxy card or voting instruction form\nfor the 2026 Annual Meeting.\n\n \n\n**How\ncan I get access to the Proxy Materials?**\n\n \n\nWe\nare pleased to take advantage of SEC rules that allow us to furnish our Proxy Materials over the Internet. As a result, we are mailing\nto our stockholders the Notice instead of a paper copy of the Proxy Materials. The Notice contains instructions on how to access those\ndocuments over the Internet and how to submit your proxy via the Internet. The Notice also contains instructions on how to request a\npaper copy of the Proxy Materials. All stockholders who do not receive the Notice will receive a paper copy of the Proxy Materials by\nmail or an electronic copy of the Proxy Materials by e-mail. This process allows us to provide our stockholders with the information\nthey need in a more timely manner, while reducing the environmental impact and lowering the costs of printing and distributing the Proxy\nMaterials. This Proxy Statement and the 2025 Annual Report are available at www.proxyvote.com.\n\n \n\n**How\ndo I participate in the 2026 Annual Meeting?**\n\n \n\nThis\nyear’s 2026 Annual Meeting will be accessible through the Internet. We believe a virtual-only meeting format facilitates stockholder\nattendance and participation by enabling all stockholders to participate fully and equally, and without cost, using an Internet-connected\ndevice from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders,\nregardless of size, resources or physical location. You are entitled to participate in the 2026 Annual Meeting if you were a stockholder\nas of the close of business on the Record Date or hold a valid proxy for the meeting.\n\n \n\nOn\nthe day of the 2026 Annual Meeting, stockholders may begin to log in to the virtual-only meeting 15 minutes prior to the meeting at www.virtualshareholdermeeting.com/SFHS2026.\nThe 2026 Annual Meeting will begin promptly at 7:30 a.m., Mountain Daylight Time. If you encounter any difficulties accessing the webcast\nduring check-in or the meeting, please e-mail Michael Regan at Michael.regan@shfinancial.org or call Mr. Regan at 720-826-6282.\n\n \n\n2\n\n \n\n \n\nOur\nvirtual 2026 Annual Meeting will allow stockholders to submit questions before and during the 2026 Annual Meeting. During a designated\nquestion and answer period at the 2026 Annual Meeting, we will respond to appropriate questions submitted by stockholders.\n\n \n\n**Who\nis entitled to vote at the 2026 Annual Meeting?**\n\n \n\nOur\nBoard of Directors has set the close of business on the Record Date, April 30, 2026, as the date for determining those stockholders entitled\nto notice of, and to vote on, all matters that may properly come before the 2026 Annual Meeting. As of the Record Date, the Company had\n5,033,118 outstanding shares of Common Stock entitled to notice of, and to vote at, the 2026 Annual Meeting. No other securities are\nentitled to vote at the 2026 Annual Meeting. Only stockholders of record on such date are entitled to notice of, and to vote at, the\n2026 Annual Meeting.\n\n \n\n**What\nare the voting rights of stockholders?**\n\n \n\nEach\nstockholder of record is entitled to one vote for each share of our Common Stock that is owned as of the close of business on the Record\nDate on all matters to come before the 2026 Annual Meeting. Although each holder of Common Stock is entitled to cast only one vote for\neach matter to be voted on at the 2026 Annual Meeting, each stockholder may cast that vote for each of the two different Class II nominees\nbecause there are currently two Class II seats open on our Board of Directors. That is, each stockholder may vote for, or withhold their\nvote from, any of the two Class II nominees. Stockholders may not cast more than one vote for any one Class II nominee and may\nnot cumulate their votes, as stockholders do not have cumulative voting rights in the election of directors under our Certificate of\nIncorporation.\n\n \n\n**How\nmany votes must be present to hold the 2026 Annual Meeting?**\n\n \n\nTo\nconduct business at the 2026 Annual Meeting, a quorum must be present. The attendance, virtually or by proxy, of holders of shares of\noutstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of Common Stock of the\nCompany entitled to vote at the 2026 Annual Meeting is necessary to constitute a quorum. Abstentions and broker non-votes are counted\nas present for purposes of determining the presence or absence of a quorum for the transaction of business.\n\n \n\n**What\nis the difference between a stockholder of record and a beneficial owner of shares held in street name?**\n\n \n\nIf\nyour shares are registered directly in your name through Continental Stock Transfer and Trust Company, the Company’s transfer agent,\nyou are considered a “stockholder of record.” If your shares are held in a brokerage account or bank, you are considered\na “street name” holder.\n\n \n\n**How\ndo I vote if shares are registered in my name as a stockholder of record?**\n\n \n\n*By\nMail*: Sign, date and return the enclosed proxy card in the postage paid envelope provided. The proxy card or voting instructions\nmust be delivered in accordance with its instructions prior to 4:00 p.m., Mountain Daylight Time, on June 16, 2026.\n\n \n\n*By\nPhone or Internet*: Call the toll-free number listed on your proxy card, log on to the website listed on your proxy card or scan the\nQR code on your proxy card and follow the simple instructions provided. Your vote must be received by 11:59 p.m., Mountain Daylight\nTime, on June 16, 2026 to be counted.\n\n \n\n*By\nVirtually Attending the 2026 Annual Meeting on the Internet*: Please follow the instructions in the “*How do I participate\nin the 2026 Annual Meeting?*” section of this Proxy Statement.\n\n \n\nThe\nInternet voting procedure is designed to allow you to vote your shares and to confirm that your instructions have been properly recorded\nconsistent with applicable law. Please see your proxy card for specific instructions. Stockholders who wish to vote over the Internet\nshould be aware that there may be costs associated with electronic access, such as usage charges from Internet access providers, and\nthat there may be some risk a stockholder’s vote might not be properly recorded or counted because of an unanticipated electronic\nmalfunction.\n\n \n\n3\n\n \n\n \n\nIf\nyou vote by proxy, your vote must be received by 11:59 p.m., Mountain Daylight Time, on June 16, 2026 to be counted.\n\n \n\n**How\ncan I vote if my shares are held in a stock brokerage account, or by a bank or other nominee?**\n\n \n\nIf\nyour shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner”\nof shares held in “street name,” and your broker or nominee is considered the “stockholder of record” with respect\nto those shares. Your broker or nominee should be forwarding these Proxy Materials to you. As the beneficial owner, you have the right\nto direct your broker, bank or other nominee how to vote, and you are also invited to participate in the 2026 Annual Meeting. However,\nsince you are not the stockholder of record, you may not vote these shares in person online unless you obtain a legal proxy from your\nbrokerage firm or bank. If a broker, bank or other nominee holds your shares, you will receive instructions from them that you must follow\nin order to have your shares voted.\n\n \n\n**Will\nmy shares be voted if I do not provide instructions to my broker or nominee?**\n\n \n\nBrokers,\nbanks or other nominees who hold shares of our Common Stock for a beneficial owner in “street name” have the discretion to\nvote on “routine” proposals and matters when they have not received voting instructions from the beneficial owner prior to\nthe 2026 Annual Meeting but not on “non-routine” proposals and matters. A broker non-vote occurs when a broker or other nominee\ndoes not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Proposal\n2 regarding the ratification of the Company’s appointment of MGO as our independent registered public accounting firm for the fiscal\nyear ending December 31, 2026 is considered a routine proposal. Proposal 1, the Election of Directors Proposal, is considered non-routine.\nTherefore, your broker has the discretion to vote your shares on Proposal 2 but does not have discretion to vote your shares on Proposal\n1.\n\n \n\nWe\nencourage you to provide instructions to your bank or brokerage firm by voting your proxy. This action ensures your shares will be voted\nat the 2026 Annual Meeting in accordance with your wishes. If you do not provide instructions to your bank or brokerage firm, your shares\nwill not be voted, except on Proposal 2.\n\n \n\n**What\nvote is required and how will abstentions and broker non-votes affect the proposals?**\n\n \n\nOur\nbylaws (the “Bylaws”) require that directors be elected by a plurality of the votes cast at any meeting of stockholders.\nA plurality means that the candidate with the most votes for his or her election, even if less than a majority of those cast, is elected\nto the Board of Directors. The Ratification of Accountants Proposal will be ratified if votes representing a majority of the votes\ncast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon vote in favor of the proposal.\n\n \n\nShares\nnot present at the 2026 Annual Meeting and shares voted “WITHHOLD” will have no effect on the election of directors. For\nthe Ratification of Accountants Proposal, abstentions will have the same effect as an “AGAINST” vote while broker non-votes\nwill not be counted as votes cast and, accordingly, will not have an effect on such matters.\n\n \n\n4\n\n \n\n \n\n**How\ndoes the Board of Directors recommend that I vote?**\n\n \n\nOur\nBoard of Directors unanimously recommends that you vote as follows:\n\n \n\n \n \n**Proposal**\n** **\n**Board\nRecommendation**\n** **\n**For\nMore Information, See Page**\n** **\n\n \n \n \n \n \n \n \n \n\n(1)\n \nElection\nof Directors Proposal\n \nFOR\nEACH OF THE NOMINEES\n \n7\n \n\n \n \n \n \n \n \n \n \n\n(2)\n \nRatification\nof Accountants Proposal\n \nFOR\n \n27\n \n\n \n\nWe\nwill also consider other business, if any, that is properly presented at the 2026 Annual Meeting. At the time of mailing of this Proxy\nStatement, however, we are not aware of any matters to be presented at the 2026 Annual Meeting other than those described in this Proxy\nStatement.\n\n \n\n**What\nis the proxy card?**\n\n \n\nThe\nproxy card enables you to appoint Terrance E. Mendez and Francis A. Braun III as your representatives at the 2026 Annual Meeting. By\ncompleting and returning the proxy card, you are authorizing these persons to vote your shares at the 2026 Annual Meeting in accordance\nwith your instructions on the proxy card. This way your shares will be voted whether or not you attend the 2026 Annual Meeting.\n\n \n\nEven\nif you plan to virtually attend the 2026\nAnnual Meeting, it is strongly recommended you complete and return your proxy card before the 2026 Annual Meeting date just in case your\nplans change. If a proposal comes up for vote at the 2026 Annual Meeting that is not on the proxy card, the proxy will vote your shares,\nunder your proxy, according to their best judgment to the extent permissible by applicable law.\n\n \n\n**Can\nI revoke my proxy or change my vote after I have voted?**\n\n \n\nIf\nyour shares are registered in your name, you may revoke your proxy at any time before it is exercised. There are several ways you can\ndo this:\n\n \n\n●\nBy\ndelivering a written notice of revocation to SHF Holdings, Inc., 1526 Cole Blvd., Suite 250, Golden, Colorado 80401, Attention: Michael\nRegan, Chief Investment & Strategy Officer;\n\n \n \n\n●\nBy\nexecuting and delivering another proxy that bears a later date;\n\n \n \n\n●\nBy\nvoting over the Internet at a later time; or\n\n \n \n\n●\nBy\nvoting in person at the 2026 Annual Meeting on the Internet.\n\n \n\nIf\nyour shares are held in street name, you must contact your broker to revoke your proxy.\n\n \n\n**How\nare votes counted?**\n\n \n\nIn\ntallying the results of the voting, the Company will count all properly executed and unrevoked proxies that have been received in time\nfor the 2026 Annual Meeting. To hold a meeting of stockholders, a quorum of the shares (which is a majority of the shares outstanding\nand entitled to vote) is required to be represented either in person online or by proxy at the 2026 Annual Meeting. Abstentions and broker\nnon-votes will be counted in determining whether a quorum was present for the 2026 Annual Meeting.\n\n \n\n5\n\n \n\n** **\n\n**How\nwill my shares be voted if I sign and return my proxy card with no votes marked?**\n\n \n\nIf\nyou sign and return your proxy card with no votes marked, the proxy holders will vote your shares in accordance with the recommendations\nof the Board of Directors for each of the proposals described in this Proxy Statement and in accordance with their best judgment on all\nother matters that may properly come before the 2026 Annual Meeting.\n\n \n\n**How\nwill my shares be voted if I mark**“**Abstain**” **on my proxy card?**\n\n \n\nWe\nwill count a properly executed proxy card marked “Abstain” as present for purposes of determining whether a quorum is present,\nbut abstentions will not be counted as votes cast for or against any given matter.\n\n \n\n**What\ndoes it mean if I receive more than one proxy card or voting instruction form?**\n\n \n\nIf\nyou hold your shares in more than one account, you will receive a proxy card for each account. To ensure that all of your shares are\nvoted, please vote using each proxy card you receive. Remember, you may vote virtually in person at the 2026 Annual Meeting or by signing,\ndating and returning the proxy card in the postage-paid envelope provided.\n\n \n\n**Who\nwill solicit proxies on behalf of the Board of Directors?**\n\n \n\nProxies\nmay be solicited on behalf of the Board of Directors by our directors, officers and regular employees, who will not receive any additional\ncompensation for solicitation activities. The solicitation of proxies may be supplemented by telephone, facsimile, electronic mail, and\npersonal solicitation by our directors, officers or other regular employees. You may also be solicited by press releases issued by us,\nadditional mailings and postings on our corporate website.\n\n \n\n**Who\nwill bear the cost of the solicitation of proxies?**\n\n \n\nThe\nentire cost of soliciting proxies, including the costs of preparing, assembling, printing, mailing and distributing this Proxy Statement,\nthe proxy card and any additional soliciting materials furnished to stockholders will be borne by us. The solicitation materials will\nbe made available or furnished to banks, brokerage houses, dealers, banks, voting trustees, their respective nominees and other agents\nholding shares in their names that are beneficially owned by others, so that they may provide access to or forward such solicitation\nmaterials to beneficial owners. In addition, we will reimburse these persons for their reasonable expenses in providing access to or\nforwarding these materials to the beneficial owners upon request. No additional compensation will be paid to our directors, officers\nor other employees who engage in the solicitation of proxies.\n\n \n\n**Can\nthe 2026 Annual Meeting date be changed?**\n\n \n\nThe\n2026 Annual Meeting may be adjourned (i) by the chairman of the meeting, from time to time, whether or not there is a quorum or (ii)\nif such adjournment is approved by the holders of a majority of the votes cast by the stockholders present in person or represented by\nproxy at the 2026 Annual Meeting and entitled to vote thereon. If adjourned, adjournment would be announced at the 2026 Annual Meeting.\nIf we postpone the 2026 Annual Meeting, we will announce the new date, time and location of the 2026 Annual Meeting by press release\nprior to the rescheduled 2026 Annual Meeting date. The Company could adjourn or postpone the 2026 Annual Meeting for the purpose of,\namong other things, allowing additional time to solicit proxies.\n\n \n\n**Where\nand when will I be able to find the voting results?**\n\n \n\nThe\npreliminary voting results will be announced at the 2026 Annual Meeting. The final voting results will be reported in a Current Report\non Form 8-K, which we expect to file with the SEC within four business days after the 2026 Annual Meeting. If final voting results are\nnot available within four business days after the 2026 Annual Meeting, we intend to file a Current Report on Form 8-K reporting the preliminary\nvoting results within that period and subsequently report the final voting results in an amendment to the Current Report on Form 8-K\nwithin four business days after the final voting results are known to us.\n\n \n\n**Who\ncan answer my questions?**\n\n \n\nYour\nvote at the 2026 Annual Meeting is important, no matter how many or how few shares you own. Please sign and date your enclosed proxy\ncard and return it in the enclosed postage-paid envelope promptly. If you have questions or require assistance in the voting of your\nshares, please email Michael Regan at michael.regan@shfinancial.org or call 720-826-6282.\n\n \n\n**How\ncan I obtain additional copies of these materials or copies of other documents?**\n\n \n\nComplete\ncopies of our Proxy Statement and our 2025 Annual Report are available on our website at https://ir.shfinancial.org/ and also may be\nobtained by emailing Michael Regan at michael.regan@shfinancial.org or by calling Mr. Regan at 720-826-6282, or by mail sent to Mr. Regan\nat our principal executive office, 1526 Cole Blvd., Suite 250, Golden, Colorado 80401.\n\n \n\n6\n\n \n\n \n\n**PROPOSAL\n1:**\n\n**ELECTION\nOF CLASS II DIRECTORS**\n\n \n\nThe\nBoard of Directors currently consists of six members and is divided into three classes with each class of directors serving a staggered\nthree-year term. The terms of our current Class I directors, Francis A. Braun III and Terrance E. Mendez expire in 2028; the terms of\nour current Class II directors, Richard Carleton, Jonathon F. Niehaus and Sean Tonner expire in 2026; and the term of our current Class\nIII director, Tyler Klimas, expires in 2027. Mr. Carleton informed the Board on May 8, 2026 of his decision not to be considered\nfor reelection to the Board at the Annual Meeting. At this time, the Board has not determined\nto fill Mr. Carleton’s vacancy, appoint a successor nominee for election at the 2026 Annual Meeting, or reduce the size of the\nBoard.\n\n \n\n**Nominees\nfor Election to the Board of Directors**\n\n \n\nOur\nBoard of Directors has nominated each of Jonathon F. Niehaus and Sean Tonner for election at the 2026 Annual Meeting as a Class II director\nto serve until the 2029 annual meeting of stockholders and until his successor has been duly elected and qualified or his earlier resignation,\nremoval, retirement, disqualification or death. Each nominee has consented to serve if elected.\n\n \n\nUnless\nauthority to vote for the election of the nominees is withheld by marking the proxy card to that effect, the persons named as proxies\non the enclosed proxy card will, upon receipt of a properly executed proxy card, vote to elect the nominees for the terms described above.\nThe Board of Directors knows of no reason why the nominees should be unable or unwilling to serve, but if that should be the case, proxies\nwill be voted for the election of such substitute or substitutes as the Board of Directors may designate.\n\n \n\n**Background\nInformation on Nominees**\n\n \n\n**Jonathon\nF. Niehaus.** On September 28, 2022, Mr. Niehaus was appointed as a member of the Board of Directors in connection with the closing\nof the initial business combination. Mr. Niehaus currently serves as the Managing Partner of Interactive Global Solutions, a global consulting\ncompany, a position he has held since January 2011. Mr. Niehaus previously served as a member of the board of managers of SHF, LLC d/b/a\nSafe Harbor Financial (“SHF Predecessor”) from February 2022 until September 2022. From 2003 until 2011, Mr. Niehaus served\nas a Global SVP for First Data Corporation and the Western Union Company. In this capacity, Mr. Niehaus was responsible for international\ngovernment relations and public affairs. In addition, he spearheaded outreach to US attorneys general in matters relating to compliance\nand anti-money laundering activities. Mr. Niehaus was thereafter appointed to be a senior advisor to the Alliance Partnership, an international\nrule of law initiative run by the Attorney General Alliance. Mr. Niehaus is an active board member, serving as the chair of the Farnsworth\nGroup, a multi-state architecture and engineering firm and chair of the Make A Difference Foundation which focuses on green energy initiatives\ninternationally. He has also served as advisor to other private companies as well as serving 10 years on the board of the Colorado Great\nOutdoors Trust Fund. Mr. Niehaus received his Bachelor of Science in Journalism Communications from the University of Iowa. Mr. Niehaus’\nbackground enables him to share his expertise in legal, regulatory, and compliance matters with the Board of Directors.\n\n \n\n**Sean\nTonner.**Mr. Tonner has served as a partner at Fulcrum Group since December 2017 and is a seasoned strategic communications and public\naffairs leader. He has advised governments and corporations globally and served in senior staff roles for Presidents, Prime Ministers\nand Governors. His experience includes high-profile political campaigns, global reputation management for major brands and leadership\nroles across Colorado business and civic organizations. He is also a U.S. Army veteran and was awarded the Army Commendation Medal for\nValor during Desert Storm. Mr. Tonner earned a bachelor’s degree in history from the Metropolitan State University of Denver. Mr.\nTonner was originally appointed to the Board on April 22, 2026. Mr. Tonner was identified as a candidate by other members of the Board.\nThe Nominating and Governance Committee assessed all candidates and recommended to the Board that Mr. Tonner be appointed to the Board.\n\n \n\nEach\nof Mr. Niehaus and Mr. Tonner are considered “independent” under The Nasdaq Stock Market (“Nasdaq”)\nlisting standards and under Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange\nAct”).\n\n** **\n\n**Vote\nRequired and Recommendation**\n\n \n\nThe\nnominees for election to the Board of Directors are elected by a plurality of the votes cast at the 2026 Annual Meeting. A plurality\nmeans that the candidate with the most votes for his or her election, even if less than a majority of those cast, is elected to the Board\nof Directors. Stockholders are not permitted to vote against a candidate. Votes to “WITHHOLD” authority, abstentions, and\nbroker non-votes with respect to that director’s election do not impact the plurality vote, although such votes will be counted\nfor purposes of determining whether a quorum is present. Therefore, there is no set number of votes that must be obtained to elect the\nnominees and a single vote for a candidate will result in his election. Stockholders do not have the right to cumulate their votes for\ndirectors.\n\n \n\n**The\nBoard of Directors unanimously recommends you vote FOR each of the two nominees for director set forth in this Election of Directors\nProposal.**\n\n \n\n7\n\n \n\n \n\n**MANAGEMENT\nAND CORPORATE GOVERNANCE**\n\n \n\n**Management\nand Board of Directors**\n\n \n\nAs\nof the date hereof, our directors and executive officers are as follows:\n\n \n\n**Name**\n** **\n**Age**\n** **\n**Class\nof Director**\n** **\n**Position**\n\nTerrance\nE. Mendez\n \n51\n \nClass\nI\n \nDirector,\nChief Executive Officer and Chief Financial Officer\n\nFrancis\nA. Braun III\n \n65\n \nClass\nI\n \nIndependent\nDirector\n\nJonathon\nF. Niehaus\n \n70\n \nClass\nII\n \nIndependent\nDirector\n\nRichard\nCarleton(1)\n \n66\n \nClass\nII\n \nIndependent\nDirector\n\nSean\nTonner\n \n55\n \nClass\nII\n \nIndependent\nDirector\n\nTyler\nKlimas\n \n40\n \nClass\nIII\n \nIndependent\nDirector\n\nDouglas\nBeck\n \n65\n \n—\n \nPrincipal\nAccounting Officer, SVP of Finance, Controller\n\nJeffrey\nKay\n \n57\n \n—\n \nChief\nMarketing Officer\n\nMichael\nRegan\n \n49\n \n—\n \nChief\nInvestment & Strategy Officer\n\n \n\n(1)\nMr. Carleton informed the Board on May 8, 2026 of his decision not to be\nconsidered for reelection to the Board at the Annual Meeting.\n\n \n\n**Information\nabout Executive Officers and Directors**\n\n \n\nMessrs.\nNiehaus and Tonner’s biographical information is set forth above in the “Background Information on Nominees” section.\nCertain information about the other current executive officers and directors of the Company is provided below:\n\n \n\n**Executive\nOfficers Who are Not Directors**\n\n** **\n\n**Douglas\nBeck**. On September 24, 2025, Mr. Beck was appointed Principal Accounting Officer and will continue to serve as the Company’s\nSenior Vice President of Finance, Controller, a position that he has held since May 2025. Prior to his appointment as the Company’s\nSenior Vice President of Finance, Controller, Mr. Beck served as the Chief Financial Officer of AiAdvertising, Inc. from November 2024\nto April 2025 and the Chief Financial Officer of ShiftPixy, Inc. from January 2023 to March 2024. Mr. Beck also served as a consultant\nto Beyond Air Inc. from September 2021 to December 2022 and as its Chief Financial Officer from November 2018 to August 2021. He received\na Bachelor of Science in Accounting from Fairleigh Dickinson University and is also a licensed Certified Public Accountant.\n\n \n\n**Jeffrey\nKay**. On September 24, 2025, Mr. Kay was appointed Chief Marketing Officer. Mr. Kay joined the Company in April 2025 as Senior Vice\nPresident of Marketing. Mr. Kay has more than 30 years of marketing and brand leadership experience across the cannabis, financial services\nand consumer products industries. Prior to that, Mr. Kay founded and served as Chief Executive Officer of Brandfan, a marketing agency\nproviding strategic and creative services to clients across various industries from July 2012 to April 2025. He has also served as Chief\nMarketing Officer for multiple cannabis operators, including 42 Degrees from September 2024 to March 2025 and Devi Holdings from April\n2023 to April 2025, where he oversaw brand development, product strategy, and growth initiatives. Earlier in his career, he held senior\npositions with The Marketing Arm (Omnicom), EastWest Marketing Group, and DDB Needham. Mr. Kay has also served on the boards of Devi\nHoldings and AFC Warehouse Holdings, both cannabis-related companies, and Fifth Street Floating Rate Corp. (NASDAQ: FSFR), a publicly\ntraded financial services company, where he contributed to strategic planning and governance matters. Mr. Kay earned a Bachelor of Science\ndegree from the University of Maryland College of Business and Management.\n\n \n\n**Michael\nRegan**. On September 24, 2025, Mr. Regan was appointed Chief Investment & Strategy Officer. Mr. Regan joined the Company in March\n2025 and previously held the position of Head of Investor Relations and Data Science from March 2025 to June 2025 and the position of\nVice President, Strategic Finance and Corporate Development from June 2025 to September 2025. Prior to joining the Company in March 2025,\nMr. Regan served as the Director of Research and Founding Partner of Excelsior Equities, LLC from December 2022 to December 2024, and\nFounder of MJResearchCo LLC from May 2020 to December 2022. While at MJResearchCo, Mr. Regan served as a consultant to HAL Extraction\nfrom November 2020 to December 2022. Mr. Regan has extensive capital markets and investment experience, with over 13 years of experience\nat hedge funds Roubaix Capital, Hawkshaw Capital, and Copper Arch Capital, and 5 years of experience at investment banks Excelsior Equities,\nDeutsche Bank, Credit Suisse, and DLJ. He received a Bachelor of Science in Business Administration, major in finance, from Georgetown\nUniversity, and a Master of Business Administration from the Massachusetts Institute of Technology’s Sloan School of Management.\nHe holds FINRA Series 7, Series 24, Series 86, and Series 87 licenses (inactive; expiration 2026).\n\n \n\n8\n\n \n\n \n\n**Directors**\n\n \n\n**Terrance\nE. Mendez.** Mr. Mendez currently serves as the Chief Executive Officer and Chief Financial Officer for the Company, a position he\nhas held since February 2025 after initially being appointed Co-Chief Executive Officer in January 2025. Mr. Mendez has also served as\nthe Company’s Interim Chief Financial Officer since the resignation of the Company’s prior Chief Financial Officer, James\nH. Dennedy, in June 2025. Mr. Mendez also serves as the Chief Executive Officer of Amos Advisory Solutions (“AMOS”) since\nAugust 2016, a management and outsource consulting firm through which he has held executive leadership roles in several cannabis and\ncannabis-related business. In connection with his employment with AMOS, Mr. Mendez served from November 2023 to May 2025 as the Chief\nFinancial Officer of 42 Degrees, a cannabis extractor and distributor. From February 2022 to February 2024, he served as the Chief Executive\nOfficer of Devi Holdings, a vertically integrated multi-state cannabis operator. From December 2019 to April 2021, he served as the Chief\nExecutive Officer, of Dalwhinnie Enterprises, a single state vertical integrated cannabis operator. Mr. Mendez was employed from July\n2017 to August 2019, as the Vice President of Finance and Chief Accounting Officer by Hitachi Vantara, a subsidiary of Hitachi, Ltd.\n(OTCMKTS: HTHIY), a technology conglomerate. From March 2014 to November 2016, Mr. Mendez served as Vice President and Chief Audit Executive\nby Arrow Electronics Inc. (NYSE: ARW), an electronics components manufacturer. From September 2011 to March 2014, Mr. Mendez was employed\nas Vice President of FP&A and was a Segment Financial Controller by Broadridge Financial Solutions Inc. (NYSE:BR). Mr. Mendez spent\n14 years in public accounting with Arthur Andersen & Co. and Deloitte & Touche LLP. Mr. Mendez is a Certified Public Accountant\nin the States of New York, New Jersey and Colorado and a Chartered Global Management Accountant. He holds a Bachelor of Science\nin Economics from the University of Pennsylvania’s Wharton School of Business. Mr. Mendez’s finance and accounting expertise\nis a strong asset to the Board of Directors, and he also has extensive management and industry experience.\n\n \n\n**Francis\nA. Braun III.** Francis A. (Skip) Braun III was appointed to the Board of Directors in May 2025. He has served as a senior advisor\nto Stout since April 2024 and as a member of CrossCountry Consulting’s advisory council since February 2024. Mr. Braun was appointed\nto the Board of Directors of Polaryx Therapeutics, Inc. in January 2026 and serves as the chair of its audit committee. Mr. Braun was\nappointed to the Board of Directors of Elite Express Holdings Inc. in August 2025 and served through October 2025. Mr. Braun also serves\nas a director of Crown Bank in New Jersey since October 2024 and is the chairman of the bank’s audit committee. From July 2024\nto July 2025 Mr. Braun served as a consultant to Kohlberg Kravis Roberts & Co. L.P., and from December 2016 to July 2023, Mr. Braun\nserved as a Partner at Grant Thornton LLP. Mr. Braun is considered a financial expert under the Sarbanes-Oxley rules and has 40 years\nof diversified experience serving public and private companies during his time in public accounting with Arthur Andersen LLP, Deloitte\n& Touche LLP and Grant Thornton LLP. He holds a Bachelor of Science in Commerce, Accounting from Rider University.\n\n \n\n**Tyler\nKlimas**. Mr. Klimas brings extensive experience in cannabis regulation, public policy and industry advisory fields. He has served\nas the founder of Leaf Street Strategies, a consulting firm focused on market strategy, regulatory engagement, issue advocacy and public\nrelations in cannabis and hemp, since December 2023. Prior to this, Mr. Klimas served as executive director of the Nevada Cannabis Compliance\nBoard from October 2019 to December 2023, where he led the agency’s creation and oversight of Nevada’s medical and adult-use\ncannabis markets. He is also a co-founder of the Cannabis Regulators Association (CANNRA), a nonprofit organization of chief cannabis\nregulators spanning more than 45 U.S. states and territories, Canada and the Netherlands. Mr. Klimas earned a bachelor’s degree\nin political science from the University of Nevada, Las Vegas. Mr. Klimas was originally appointed to the Board on April 22, 2026. Mr.\nKlimas was identified as a candidate by other members of our Board. The Nominating and Governance Committee assessed all candidates\nand recommended to the Board that Mr. Klimas be appointed to the Board.\n\n \n\n**Richard\nCarleton.** Mr. Carleton has served as the CEO of the Canadian Securities Exchange (“CSE”) since July 1, 2011. The CSE\nis a recognized stock exchange in Canada, subject to the oversight of the British Columbia Securities Commission and the Ontario Securities\nCommission. The CSE was re-organized in November, 2025 to create a holding company (CNSX Global Markets Inc.). CNSX holds 100% of the\nissued and outstanding shares of the CSE and the National Stock Exchange of Australia. Mr. Carleton is the CEO of CNSX Global Markets.\nMr. Carleton is a member of the board of the Canadian Securities Exchange (2024), CNSX Global Markets (2025) and the National Stock Exchange\nof Australia (2025). Mr. Carleton is also a member of the board of Blue Ocean Technologies LLC, the Operator of Blue Ocean ATS, a US-regulated\ntrading platform offering trading certain securities between 8 p.m. and 4 a.m. Eastern Time. Blue Ocean is a private company. Mr. Carleton\nis a board member (and chair) of Tetra Digital Inc., the operator of a digital asset custodian, a software services business and company\nexploring the issuance of a Canadian dollar denominated stablecoin. To Mr. Carleton’s knowledge, none of these companies is an\naffiliate or in any way related to the Company. On September 28, 2022, Mr. Carleton was appointed as a member of the Board of Directors\nin connection with the closing of our initial business combination. Mr. Carleton received his Bachelor of Arts in History from the University\nof Ottawa (1981) and his LLB from the University of Toronto (1985). He has also completed the Executive Development Program at the Wharton\nSchool, University of Pennsylvania.\n\n \n\n9\n\n \n\n \n\n**Involvement\nin Certain Legal Proceedings**\n\n \n\nTo\nour knowledge, none of our current directors or executive officers has, during the past ten years:\n\n \n\n●\nbeen\nconvicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor\noffenses);\n\n \n \n\n●\nhad\nany bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business\nassociation of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years\nprior to that time;\n\n \n\n●\nbeen\nsubject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction\nor federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in\nany type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be\nassociated with persons engaged in any such activity;\n\n \n \n\n●\nbeen\nfound by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated\na federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;\n\n \n \n\n●\nbeen\nthe subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently\nreversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged\nviolation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions\nor insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,\ncivil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting\nmail or wire fraud or fraud in connection with any business entity; or\n\n \n \n\n●\nbeen\nthe subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization\n(as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange\nAct), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons\nassociated with a member.\n\n \n\nExcept\nas set forth in our discussion below in “Related Party Transactions,” none of our directors or executive officers has been\ninvolved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed\npursuant to the rules and regulations of the SEC.\n\n \n\n*SHF\nHoldings, Inc. v. Daniel Roda, Gregory W. Ellis, and James R. Carroll*\n\n \n\nOn\nOctober 17, 2024, the Company filed a complaint in the District Court for the City and County of Denver, Colorado (the “District\nCourt”), captioned *SHF Holdings, Inc. v. Daniel Roda, Gregory W. Ellis, and James R. Carroll*, Case No. 2024CV33187. The\nlawsuit arises from a dispute over the terms of the Company’s October 2022 acquisition of Rockview Digital Solutions, Inc. d/b/a\nAbaca (“Abaca”) pursuant to a merger agreement (the “Merger Agreement”) that was subsequently amended in November\n2022 and in October 2023 (the “Second Amendment”).\n\n \n\nThe\nSecond Amendment restructured certain merger consideration, including introducing warrants and modifying payment timing. The defendants\ncontend the Second Amendment is invalid under Delaware law and seek to have it set aside, which would reinstate the original payment\nterms and potentially increase the Company’s obligations. The Company maintains that the Second Amendment was validly executed\nand is binding.\n\n \n\nOn\nNovember 21, 2024, at the Company’s request, the disputed merger payment of $3.0 million was deposited into the Denver County,\nColorado District Court’s registry pending resolution of the dispute. This amount has been reflected in the Company’s consolidated\nbalance sheet.\n\n \n\nOn\nDecember 19, 2024, the defendants filed an answer and counterclaims against the Company. On April 18, 2025, the District Court issued\nan order denying the Company’s motion to dismiss most of the counterclaims, but the District Court did dismiss claims against the\nCompany’s Chairman, Jonathon F. Niehaus, with prejudice. The District Court also clarified that the Delaware statutes cited\nby the defendants govern pre-closing amendments and do not authorize post-merger amendments altering consideration, a finding that is\nconsistent with the Company’s legal position.\n\n \n\nOn\nApril 23, 2026, the District Court issued an omnibus order on cross-motions for summary judgment in the matter. The ruling addressed\nthe validity of the Second Amendment entered into in connection with the Company’s October 2022 acquisition of Abaca. The District\nCourt denied the Company’s motion for summary judgment in its entirety.\n\n \n\nThe\nDistrict Court granted the counterclaim plaintiffs’ motions for summary judgment regarding the validity of the Second Amendment\nand the claim that the Company breached the Merger Agreement by using a certain formula in the Second Amendment to calculate the first\nanniversary cash consideration payment. Damages for these two counterclaims are to be determined at a future hearing. The District Court\ndenied both parties’ motions for summary judgment regarding a claim related to the second anniversary cash consideration payment\nof $3.0 million. The District Court also denied the counterclaim plaintiffs’ motion for summary judgment on the Company’s\ndeclaratory judgment claim.\n\n \n\nThe\nCompany intends to continue defending its positions vigorously. In addition, the Company may evaluate the possibility of a negotiated\nresolution of the dispute. In the event of a negotiated resolution, the Company’s ability to fund any payments owed in cash may\nbe materially constrained by the terms of the ELOC and the Company’s Series B Preferred Stock. Litigation is inherently uncertain,\nand there can be no assurance that any negotiated resolution will be reached or that the terms of any such resolution are favorable to\nthe Company.\n\n \n\nThe\n$3.0 million previously deposited into the District Court’s registry in November 2024 remains reflected in the Company’s\nfinancial statements.\n\n \n\n10\n\n \n\n \n\nExcept\nas set forth above, we are not currently a party to any legal proceedings, the adverse outcome of which, individually or in the aggregate,\nwe believe will have a material adverse effect on our business, financial condition or operating results.\n\n \n\n**Board\nof Directors**\n\n \n\nOur\nBoard of Directors directs our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board\nof Directors and its standing committees.\n\n \n\nIn\naccordance with our Certificate of Incorporation, our Board of Directors consists of three classes of directors, with the first class\nconsisting of two directors with a term that will expire at the annual meeting of stockholders held in 2028; the second class consisting\nof three directors with a term that expires at the annual meeting of stockholders held in 2026; and the third class consisting\nof one director with a term that will expire at the annual meeting of stockholders held in 2027. At each annual meeting of stockholders,\ndirectors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding\nannual meeting of stockholders after their election.\n\n \n\nDuring\nthe fiscal year ended December 31, 2025, exclusive of committee meetings, our Board of Directors held 9 meetings. In 2025, each person\nserving as director attended at least 75% of the total number of meetings of our Board of Directors and any committee of the Board of\nDirectors on which he or she served. During 2025, the independent members of the Board of Directors held 4 executive sessions.\n\n \n\nOur\ndirectors are expected to attend the 2026 Annual Meeting. All of our then-serving directors attended the 2025 annual meeting of stockholders.\n\n \n\n**Family\nRelationships**\n\n \n\nThere\nare no family relationships between our Board of Directors and any of our executive officers or persons nominated to serve as a director.\n\n \n\n**Corporate\nGovernance Overview**\n\n \n\nWe\nare committed to having sound corporate governance principles, which are essential to running our business efficiently and maintaining\nour integrity in the marketplace. We understand that corporate governance practices change and evolve over time, and we seek to adopt\nand use practices that we believe will be of value to our stockholders and will positively aid in the governance of the Company. To that\nend, we regularly review our corporate governance policies and practices and compare them to the practices of other peer institutions\nand public companies. We will continue to monitor emerging developments in corporate governance and enhance our policies and procedures\nwhen required or when our Board of Directors determines that it would benefit our Company and our stockholders.\n\n \n\nIn\nthis section, we describe the roles and responsibilities of our Board of Directors and its committees and describe our corporate governance\npolicies, procedures and related documents. The charters of the Audit, Nominating and Corporate Governance, and Compensation Committees\nof our Board of Directors, and Code of Ethics and Business Conduct (“Code of Ethics”) can be accessed electronically by clicking\nthe “*Investor Relations*” page on our website, www.shfinancial.org, and selecting “*Governance*” under\nthe “*Company Information*” tab. We will also provide a copy of the committee charters, our Corporate Governance Guidelines\nand our Code of Ethics without charge upon written request sent to Michael Regan in writing at 1526 Cole Blvd., Suite 250, Golden, Colorado\n80401 or by telephone at 720-826-6282.\n\n \n\n11\n\n \n\n \n\n**Board\nComposition and Leadership Structure**\n\n \n\nJonathon\nF. Niehaus, a Class II director, serves as the chair of the Company’s Board of Directors and lead independent director. Mr. Niehaus,\nin his capacity as lead independent director, helps to ensure that the Board of Directors provides effective independent oversight of\nmanagement.\n\n \n\nOur\nBoard of Directors has determined that our leadership structure is appropriate for the Company and our stockholders as it helps to ensure\nthat the Board of Directors and management act with a common purpose and provides a single, clear chain of command to execute our strategic\ninitiatives and business plans.\n\n \n\n**Director\nIndependence**\n\n \n\nApplicable\nrules of Nasdaq require a majority of a listed company’s board of directors to be comprised of independent directors within one\nyear of listing. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit,\ncompensation and nominating and corporate governance committees be independent, and that audit committee members also satisfy independence\ncriteria set forth in Rule 10A-3 under the Exchange Act. The Nasdaq independence definition includes a series of objective tests, such\nas that the director is not, and has not been for at least three years, one of our employees, that neither the director nor any of his\nor her family members has engaged in various types of business dealings with us and that the director is not associated with the holders\nof more than five percent of our Common Stock. In addition, under applicable Nasdaq rules, a director will only qualify as an “independent\ndirector” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would\ninterfere with the exercise of independent judgment in carrying out the responsibilities of a director. In February 2026, the Board of\nDirectors, upon recommendation from the Nominating and Corporate Governance Committee, formally adopted and approved the use of the Nasdaq\nindependence definition as the Company’s standard for evaluating a director’s independence.\n\n \n\nOur\nBoard of Directors has undertaken a review of the independence of each director. Based on information provided by each director concerning\ntheir background, employment and affiliations, our Board of Directors has determined that five of our six current directors do not have\nrelationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that\neach of these directors is “independent” as that term is defined under the listing standards of Nasdaq. In making such determination,\nour Board of Directors considered the relationships that each such non-employee director has with us and all other facts and circumstances\nthat our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock\nby each non-employee director.\n\n \n\nAs\nof the date of this Proxy Statement, Messrs. Carleton, Niehaus, Klimas, Braun and Tonner would be considered “independent”\nmembers of our Board of Directors as “independence” is defined in Nasdaq Marketplace Rule 5605(a)(2). The Board has determined\nthat Mr. Mendez is not “independent” because he is an executive officer of the Company. The Board’s Audit Committee,\nCompensation Committee, and Nominating and Corporate Governance Committee each consist entirely of each of the independent directors,\nin accordance with Nasdaq listing standards and applicable SEC rules.\n\n \n\n**Board’s\nRole in Risk Oversight and Management**\n\n \n\nOur\nBoard of Directors has responsibility for the oversight of the Company’s risk management processes and, either as a whole or through\nits committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we\ntake to manage them. The risk oversight process includes receiving regular reports from committees and members of senior management to\nenable our Board of Directors to understand the Company’s risk identification, risk management and risk mitigation strategies with\nrespect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk. In its\nrisk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and\nimplemented by management are adequate and functioning as designed.\n\n \n\nThe\nAudit Committee reviews information regarding liquidity and operations and oversees our management of financial risks. Periodically,\nthe Audit Committee reviews our policies with respect to risk assessment, risk management, loss prevention and regulatory compliance.\nOversight by the Audit Committee includes direct communication with our external auditors, and discussions with management regarding\nsignificant risk exposures and the actions management has taken to limit, monitor or control such exposures. The Compensation Committee\nis responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking.\nThe Nominating and Corporate Governance Committee manages risks associated with the independence of the Board of Directors, corporate\ndisclosure practices, and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing\nthe management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks. Matters\nof significant strategic risk are considered by our Board of Directors as a whole.\n\n \n\n12\n\n \n\n \n\n**Committees\nof the Board of Directors**\n\n \n\nThe\nBoard of Directors has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance\nCommittee. While the Audit Committee has primary responsibility for risk oversight, both the Audit Committee and the entire Board of\nDirectors are actively involved in risk oversight on behalf of the Company and both receive reports on the Company’s risk management\nactivities from the Company’s executive management team on a regular basis. The members of both the Audit Committee and the Board\nof Directors also engage in periodic discussions with the Company’s Chief Executive Officer and Chief Financial Officer, as well\nas other senior employees as they deem appropriate to ensure that risk is being properly managed at the Company. In addition, it is expected\nthat each committee of the Board of Directors will consider risks associated with its respective area of responsibility.\n\n \n\nFrom\ntime to time, the Board of Directors forms special committees as circumstances arise where the Board of Directors believes that such\na committee is called for.\n\n \n\n*Audit\nCommittee*\n\n \n\nThe\nAudit Committee currently consists of Mr. Braun, Mr. Niehaus, and Mr. Klimas. Under Nasdaq listing standards and applicable SEC\nrules, we are required to have at least three members of the Audit Committee, all of whom must be independent. Mr. Braun, Mr. Niehaus,\nand Mr. Klimas each meet the independent director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) of the Exchange\nAct, and Mr. Braun serves as chairperson of the Audit Committee. Our Board of Directors has determined that Mr. Braun qualifies as an\n“audit committee financial expert” as defined in applicable SEC rules.\n\n \n\nWe\nhave adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including:\n\n \n\n●\nthe\nappointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm\nengaged by us;\n\n \n \n\n●\npre-approving\nall audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and\nestablishing pre-approval policies and procedures;\n\n \n \n\n●\nsetting\nclear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited\nto, as required by applicable laws and regulations;\n\n \n \n\n●\nsetting\nclear policies for audit partner rotation in compliance with applicable laws and regulations;\n\n \n \n\n●\nobtaining\nand reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent\nregistered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent\ninternal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional\nauthorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken\nto deal with such issues, and (iii) all relationships between the independent registered public accounting firm and us to assess\nthe independent registered public accounting firm’s independence;\n\n \n \n\n●\nreviewing\nand approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC\nprior to us entering into such transaction; and\n\n \n \n\n●\nreviewing\nwith management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory\nor compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published\nreports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting\nstandards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.\n\n \n\n13\n\n \n\n \n\nThe\nAudit Committee has also established a procedure whereby complaints or concerns regarding accounting, internal controls or auditing matters\nmay be submitted anonymously to the Audit Committee by email.\n\n \n\nThe\nAudit Committee held 6 meetings during the year ended December 31, 2025.\n\n \n\n*Compensation\nCommittee*\n\n \n\nMessrs.\nTonner, Niehaus, and Klimas currently serve as members of the Compensation Committee. Under Nasdaq listing standards, the\nCompensation Committee must consist of all independent members. Mr. Tonner, Mr. Niehaus, and Mr. Klimas meet the independent\ndirector standard under Nasdaq listing standards, and Mr. Tonner serves as chairperson of the Compensation Committee.\n\n \n\nThe\nCompensation Committee acts on behalf of and in conjunction with the Board of Directors to establish or recommend the compensation of\nexecutive officers of the Company and to provide oversight of the Company’s overall compensation programs and philosophy.\n\n \n\nWe\nhave adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:\n\n \n\n●\nreviewing\nand approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation,\nif any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining\nand approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;\n\n \n \n\n●\nreviewing\nand approving on an annual basis the compensation, if any is paid by us, of all of our other officers;\n\n \n \n\n●\nreviewing\non an annual basis our executive compensation policies and plans;\n\n \n \n\n●\nimplementing\nand administering our incentive compensation equity-based remuneration plans;\n\n \n \n\n●\nassisting\nmanagement in complying with our proxy statement and annual report disclosure requirements;\n\n \n \n\n●\napproving\nall special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;\n\n \n \n\n●\nif\nrequired, producing a report on executive compensation to be included in our annual proxy statement; and\n\n \n \n\n●\nreviewing,\nevaluating and recommending changes, if appropriate, to the remuneration for directors.\n\n \n\nThe\ncharter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,\nlegal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser.\nHowever, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation\nCommittee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.\n\n \n\nThe\nCompensation Committee held 3 meetings during the year ended December 31, 2025.\n\n \n\nDuring\n2025, there was no interlocking relationship between the Board of Directors or the Compensation Committee and the board of directors\nor compensation committee of any other company.\n\n \n\n*Nominating\nand Corporate Governance Committee*\n\n \n\nThe\nNominating and Corporate Governance Committee currently consists of Messrs. Tonner, Klimas, and Braun. Under Nasdaq listing standards,\nthe Nominating and Corporate Governance Committee must consist of all independent members. Messrs. Tonner, Klimas, and Braun meet\nthe independent director standard under Nasdaq listing standards, and Mr. Tonner serves as chairperson of the Nominating and Corporate\nGovernance Committee.\n\n \n\n14\n\n \n\n \n\nThe\nNominating and Corporate Governance Committee is responsible for evaluating the composition, size and governance of the Board of Directors\nand its committees and making recommendations regarding future planning and the appointment of directors to the committees, establishing\na policy for considering stockholder nominees to the Board of Directors, reviewing the corporate governance principles and making recommendations\nto the Board of Directors regarding possible changes; and reviewing and monitoring compliance with the Company’s Code of Ethics.\n\n \n\nWe\nhave not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.\nIn general, in identifying and evaluating nominees for director, the Board of Directors considers educational background, variety of\nprofessional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent\nthe best interests of our stockholders.\n\n \n\nStockholders\nwishing to submit the name of a person as a potential nominee to the Board of Directors must send the name, address, and a brief (no\nmore than five hundred words) biographical description of such potential nominee to the Nominating and Corporate Governance Committee\nat the following address: Nominating and Corporate Governance Committee of the Board of Directors, c/o SHF Holdings, Inc., 1526 Cole\nBlvd., Suite 250, Golden, Colorado 80401. The Nominating and Corporate Governance Committee need not engage in an evaluation process\nunless (i) there is a vacancy on the Board, (ii) a director is not standing for re-election, or (iii) the Nominating and Corporate Governance\nCommittee does not intend to recommend the nomination of a sitting director for re-election. A potential director nominee recommended\nby a stockholder will not be evaluated differently from any other potential nominee.\n\n \n\nThe\nNominating and Corporate Governance Committee held 3 meetings during the year ended December 31, 2025.\n\n** **\n\n**Code\nof Ethics**\n\n \n\nWe\nhave adopted a Code of Ethics applicable to our directors, executive officers and employees that complies with the rules and regulations\nof Nasdaq. The Code of Ethics codifies the business and ethical principles that govern all aspects of our business. You may review this\ndocument by accessing our public filings at the SEC’s website at www.sec.gov or on our website at https://ir.shfinancial.org/corporate-governance/.\nIn addition, a copy of the Code of Ethics will be provided without charge upon request to Michael Regan in writing at 1526 Cole Blvd.,\nSuite 250, Golden, Colorado 80401 or by telephone at 720-826-6282. We intend to disclose any waivers of certain provisions of our Code\nof Ethics in a Current Report on Form 8-K. In the event we adopt amendments to or amend and restate the Code of Ethics, we intend to\nmake the revised Code of Ethics available on our website at https://ir.shfinancial.org/corporate-governance/.\n\n \n\n**Hedging\nPolicy**\n\n \n\nIn\nconnection with Company’s Insider Trading Policy, “Covered Persons,” which includes all officers, directors, and employees\nof the Company, including any such person’s spouse, other persons living in such person’s household and minor children and\nentities over which such person exercises control, are prohibited from engaging in the practice of hedging or monetization transactions\nor similar arrangements with respect to Company securities, without prior written consent from the Chief Strategy & Investment Officer,\nMichael Regan.\n\n \n\n**Insider\nTrading Policy**\n\n \n\nThe\nCompany’s Insider Trading Policy governs the purchase, sale and other acquisitions and dispositions of the Company’s securities\nby the Company and all of its directors, officers and employees. This policy is reasonably designed to promote compliance with insider\ntrading laws, rules and regulations, and the Nasdaq listing standards. A copy of the Insider Trading Policy is filed as Exhibit 19 to\nthe 2025 Annual Report.\n\n \n\n15\n\n \n\n \n\n**COMPENSATION\nDISCUSSION AND ANALYSIS**\n\n \n\nWe\nqualify as both a “smaller reporting company” and an “emerging growth company” under the rules promulgated by\nthe SEC, and we have elected to comply with the disclosure requirements applicable to smaller reporting and emerging growth companies.\nAccordingly, this executive compensation summary is not intended to meet the disclosure requirements of larger reporting companies.\n\n \n\nAs\na smaller reporting company, we are required to disclose the executive compensation of our named executive officers, which consist of\nthe following individuals, for the fiscal years ended December 31, 2025 and December 31, 2024, respectively: (i) any individual serving\nas our principal executive officer or acting in a similar capacity, during the fiscal year ended December 31, 2025; (ii) the two other\nmost highly compensated executive officers of the Company serving as executive officers at the end of the most recently completed fiscal\nyear; and (iii) up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was\nnot serving as an executive officer at the end of the most recently completed fiscal year.\n\n \n\nAs\nan emerging growth company, we are not required to provide the executive compensation Pay versus Performance disclosure described in\nSection 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act or Item 402(v) of Regulation S-K.\n\n \n\nOur\nnamed executive officers for the fiscal year ended December 31, 2025 were Terrance E. Mendez, our Chief Executive Officer and Chief Financial\nOfficer, Jeffrey Kay, our Chief Marketing Officer, James H. Dennedy, our former Chief Financial Officer, Michael Regan, our Chief Investment\n& Strategy Officer, Douglas Beck, our Principal Accounting Officer and Senior Vice President of Finance, and Sundie Seefried, our\nformer Chief Executive Officer.\n\n \n\n**Summary\nCompensation Table (“SCT”)**\n\n \n\nThe\nfollowing table discloses compensation paid or to be paid to our named executive officers for the fiscal years ended December 31, 2025\nand December 31, 2024.\n\n \n\nName and Principal Position \n\n**Fiscal**\n\n**Year**\n  \n\n**Salary**\n\n**($)**\n  \n\n**Bonus**\n\n**($)**\n  \n\n**Stock**\n\n**Awards**\n\n**($)(1)**\n  \n\n**All Other**\n\n**Compensation**\n\n**($)**\n  \n\n**Total**\n\n**($)**\n \n\n  \n   \n   \n   \n   \n   \n  \n\nTerrance E. Mendez(2)(3)(4) \n 2025  \n 326,967  \n 360,000  \n 373,569  \n 143,211  \n 1,203,747 \n\nChief Executive Officer and Chief Financial Officer \n 2024  \n -  \n -  \n -  \n 72,827  \n 72,827 \n\n  \n    \n    \n    \n    \n    \n   \n\nJeffrey Kay \n 2025  \n 175,194  \n 50,000  \n 50,000  \n -  \n 275,194 \n\nChief Marketing Officer \n 2024  \n -  \n -  \n -  \n -  \n - \n\n  \n    \n    \n    \n    \n    \n   \n\nJames H. Dennedy(5) \n 2025  \n 121,470  \n -  \n -  \n -  \n 121,470 \n\nFormer Chief Financial Officer \n 2024  \n 334,699  \n 38,000  \n 26,459  \n -  \n 399,158 \n\n  \n    \n    \n    \n    \n    \n   \n\nMichael Regan \n 2025  \n 93,304  \n 50,000  \n 123,446  \n -  \n 266,750 \n\nChief Investment & Strategy Officer \n 2024  \n -  \n -  \n -  \n -  \n - \n\n  \n    \n    \n    \n    \n    \n   \n\nDouglas Beck \n 2025  \n 106,452  \n -  \n 86,371  \n -  \n 192,823 \n\nPrincipal Accounting Officer, Senior Vice President of Finance, Controller \n 2024  \n -  \n -  \n -  \n -  \n - \n\n  \n    \n    \n    \n    \n    \n   \n\nSundie Seefried(6)(7) \n 2025  \n 16,544  \n -  \n -  \n 7,376  \n 23,920 \n\nFormer Chief Executive Officer \n 2024  \n 316,728  \n 46,667  \n 32,518  \n -  \n 395,913 \n\n  \n    \n    \n    \n    \n    \n   \n\nDonnie Emmi(8) \n 2025  \n 126,982  \n 22,500  \n -  \n -  \n 149,482 \n\nFormer Chief Legal Officer \n 2024  \n 331,508  \n 38,000  \n 26,459  \n -  \n 395,967 \n\n \n\n(1)\nAmounts\nrepresent the aggregate grant date fair value of stock awards or option awards, as applicable, granted during the year measured pursuant\nto Financial Accounting Standard Board Accounting Standards Codification Topic 718 (Topic 718), the basis for computing stock-based\ncompensation in our financial statement.\n\n(2)\nPrior\nto becoming the co-Chief Executive Officer on January 21, 2025, and for the year 2024 all income earned by Mr. Mendez was through\nhis engagement as an independent contractor.\n\n(3)\nMr.\nMendez became our Chief Financial Officer on June 6, 2025 following Mr. Dennedy’s resignation.\n\n(4)\nPursuant\nto the terms of Mr. Mendez’s employment agreement, if the agreement is not renewed or is terminated without cause, the Company\nis obligated to pay severance equal to the CEO’s then-current annual base salary. The severance is considered a nonretirement\npostemployment benefit that is accounted for under ASC 712-10, and a liability is accrued when it becomes probable that a payment\nwill be made, and the amount is estimable. Since the amount is defined and the amount is probable, an accrual is deemed required.\nSee “––Narrative Disclosure to Summary Compensation Table––Employment Agreements––Agreement\nwith Terrance E. Mendez” below.\n\n(5)\nMr.\nDennedy resigned as Chief Financial Officer on June 6, 2025.\n\n(6)\nMs.\nSeefried resigned as co-Chief Executive Officer on February 28, 2025 and as a member of the Board on April 20, 2026.\n\n(7)\nPursuant\nto Ms. Seefried’s employment agreement, in 2025 the Company paid for her participation in the Consolidated Omnibus Budget Reconciliation\nAct insurance program following her resignation as co-Chief Executive Officer on February 28, 2025.\n\n(8)\nMr.\nEmmi resigned as Chief Legal Officer on June 6, 2025.\n\n \n\n16\n\n \n\n \n\n**Narrative\nDisclosure to Summary Compensation Table**\n\n \n\n*Overview*\n\n \n\nThe\nCompany has developed an executive compensation program which is designed to align compensation with the Company’s business objectives\nand the creation of stockholder value, while enabling the Company to attract, motivate and retain individuals who contribute to the long-term\nsuccess of the Company.\n\n \n\nDecisions\non the executive compensation program, as described below, are determined and/or ratified by the Board of Directors with recommendations\ngiven by the Compensation Committee.\n\n \n\nThe\ndecisions regarding executive compensation reflect our belief that the executive compensation program must be competitive in order to\nattract and retain our executive officers. The Compensation Committee will seek to implement our compensation policies and philosophies\nby linking a significant portion of our executive officers’ cash compensation to performance objectives and by providing a portion\nof their compensation as long-term incentive compensation in the form of equity awards.\n\n \n\nThe\ncompensation for our executive officers has three primary components: base salary, an annual cash incentive bonus, and long-term incentive\ncompensation in the form of equity awards.\n\n \n\n*Base\nSalary*\n\n \n\nThe\nCompany’s practice has been to ensure that base salary is fair to the executive officers, competitive within the industry and reasonable\nin light of the Company’s cost structure. The Compensation Committee determines base salaries and manages the base salary review\nprocess, subject to existing employment agreements.\n\n \n\n*Annual\nBonuses*\n\n \n\nThe\nCompany uses annual cash incentive bonuses for the executive officers to tie a portion of their compensation to financial and operational\nobjectives achievable within the applicable fiscal year. The Company expects that, near the beginning of each year, the Compensation\nCommittee will select the performance targets, target amounts, target award opportunities and other term and conditions of annual cash\nbonuses for the executive officers, subject to the terms of any employment agreement. Following the end of each year, the Compensation\nCommittee will determine the extent to which the performance targets were achieved and the amount of the award that is payable to the\nexecutive officers.\n\n \n\n*Equity\nAwards*\n\n \n\nThe\nCompany uses equity awards to reward long-term performance of the executive officers. The Company believes that providing a meaningful\nportion of the total compensation package in the form of equity awards will align the incentives of its executive officers with the interests\nof its stockholders and serve to motivate and retain the individual executive officers. Equity awards are awarded under the Plan, which\nhas been adopted by the Board of Directors.\n\n \n\nIn\nconnection with the Company’s executive compensation program, the Company has granted equity awards to its executives.\n\n \n\n*Other\nCompensation*\n\n \n\nThe\nCompany maintains various employee benefit plans, including medical, dental, life insurance and 401(k) plans, in which the executive\nofficers participate.\n\n \n\n17\n\n \n\n \n\n*Employment\nAgreements and Offer Letters*\n\n \n\nAgreement\nwith Sundie Seefried\n\n \n\nOn\nFebruary 11, 2022, the Company entered into an executive employment agreement with Sundie Seefried which became effective September 28,\n2022, pursuant to which Ms. Seefried serves as the Chief Executive Officer of the Company. The executive employment agreement provides\nfor an annual base salary of $0.4 million, an initial incentive equity grant of options exercisable for 27,500 shares of the Company’s\nCommon Stock at $133.40 per share that will vest over two years and other customary benefits. The executive employment agreement, which\nis for a two-year term, also provides for severance in the event of a termination by the Company without cause or by Ms. Seefried for\ngood reason, of one year’s base salary. Ms. Seefried resigned as co-Chief Executive Officer of the Company effective on February\n28, 2025. Ms. Seefried resigned as a member of the Board on April 20, 2026.\n\n \n\nAgreement\nwith Terrance E. Mendez\n\n \n\nOn\nJanuary 21, 2025, the Company entered into an executive employment agreement with Mr. Mendez which became effective immediately, pursuant\nto which Mr. Mendez now serves as the Chief Executive Officer of the Company. Under the terms of the agreement, if the contract is not\nrenewed or is terminated without cause, the Company is obligated to pay severance equal to the Chief Executive Officer’s then-current\nannual base salary. The agreement also provides for an annual cash bonus opportunity of up to 100% of base salary, and for long-term\nincentive compensation, the terms of which are to be determined by the Board of Directors. On January 21, 2025, the Company’s Board\nof Directors granted Mr. Mendez an option to purchase 32,700 shares of our Common Stock at an exercise price of $8.00 per share. The\noption has a ten-year term. One-third of the option vested immediately upon grant, one-third will vest on the first anniversary of the\ngrant date, and the remaining one-third will vest on the second anniversary of the grant date. The terms of this agreement were not altered\nin connection with Mr. Mendez assuming the title of the Company’s sole Chief Executive Officer on February 28, 2025 or in connection\nwith Mr. Mendez assuming the title of the Company’s Interim Chief Financial Officer on June 6, 2025. Effective January 1, 2026,\nMr. Mendez’s annual base salary was increased to $0.5 million per year.\n\n \n\nAgreement\nwith James H. Dennedy\n\n \n\nOn\nJanuary 10, 2023, the Company entered into an executive employment agreement with James Dennedy, pursuant to which Mr. Dennedy serves\nas the Chief Financial Officer of the Company. The executive employment agreement provides for an annual base salary of $0.3 million,\nan initial incentive equity grant of options exercisable for 17,500 shares of the Company’s Common Stock at $133.40 per share that\nwill vest over two years and other customary benefits. The executive employment agreement, which is for a two-year term, also provides\nfor severance in the event of a termination by the Company without cause or by Mr. Dennedy for good reason, of one year’s base\nsalary.\n\n \n\nOn\nApril 2, 2024, the Company entered into an amendment to its original agreement with Mr. Dennedy to facilitate business continuity and\nstagger contract expirations to accommodate the Company’s public reporting schedule. The amendment to Mr. Dennedy’s executive\nemployment extends the term of his employment to May 16, 2026. In addition, the amendment contains a provision that, effective April\n1, 2024, deletes and replaces Section 4(b) of Mr. Dennedy’s original agreement such that all PTO that Mr. Dennedy accrued through\nMarch 31, 2024, but had not taken, shall be paid to him during the month of April 2024. As a result, no PTO shall accrue or be paid out\nat the time of termination of Mr. Dennedy’s employment with the Company for any reason. The amendment also adds a provision that\nMr. Dennedy shall be entitled to receive supplemental severance in an amount equivalent to six months of his then-current base salary,\nprovided that he executes a release of claims against the Company and its affiliated entities, executives, and employees (including claims\nrelated to any non-compete and non-solicit covenants), for the six-month period after the termination of his employment.\n\n \n\nMr.\nDennedy resigned as Chief Financial Officer on June 6, 2025.\n\n \n\nAgreement\nwith Donnie Emmi\n\n \n\nOn\nJanuary 10, 2023, the Company entered into an executive employment agreement with Donnie Emmi, pursuant to which Mr. Emmi serves as the\nChief Legal Officer of the Company. The executive employment agreement provides for an annual base salary of $285,000, an initial incentive\nequity grant of options exercisable for 350,000 shares of the Company’s Common Stock at $6.67 per share that will vest over two\nyears and other customary benefits. The executive employment agreement, which is for a two-year term, also provides for severance in\nthe event of a termination by the Company without cause or by Mr. Emmi for good reason, of one year’s base salary.\n\n \n\nOn\nApril 2, 2024, the Company entered into an amendment to its original agreement with Mr. Emmi to facilitate business continuity and stagger\ncontract expirations to accommodate the Company’s public reporting schedule. The amendment to Mr. Emmi’s executive employment\nagreement extends the term of his employment to August 22, 2026. In addition, the amendment contains a provision that, effective April\n1, 2024, deletes and replaces Section 4(b) of Mr. Emmi’s original agreement such that all PTO that Mr. Emmi accrued through March\n31, 2024, but had not taken, shall be paid to him during the month of April 2024. As a result, no PTO shall accrue or be paid out at\nthe time of termination of Mr. Emmi’s employment with the Company for any reason. The amendment also adds a provision that Mr.\nEmmi shall be entitled to receive supplemental severance in an amount equivalent to six months of his then-current base salary,\nprovided that he executes a release of claims against the Company and its affiliated entities, executives, and employees (including claims\nrelated to any non-compete and non-solicit covenants), for the six month period after the termination of his employment.\n\n \n\nMr.\nEmmi resigned as Chief Legal Officer on June 6, 2025.\n\n \n\n18\n\n \n\n \n\nOffer\nLetter with Jeffrey Kay\n\n \n\nMr.\nJeffrey Kay joined the Company in April 2025 as Senior Vice President of Marketing. His annual salary is $0.3 million per annum and an\ninitial incentive equity grant of options exercisable for 23,781 shares of the Company’s Common Stock at $2.22 per share that will\nvest over three years and other customary benefits. On September 24, 2025, Mr. Kay was appointed Chief Marketing Officer. Mr. Kay is an at-will employee.\n\n** **\n\nOffer\nLetter with Michael Regan\n\n \n\nMr.\nMichael Regan joined the Company in March 2025 as Head of Investor Relations and Data Science and then served as the Vice President,\nStrategic Finance and Corporate Development from June 2025. On September 24, 2025, Mr. Regan was appointed Chief Investment and Strategy\nOfficer. Mr. Regan’s annual salary was $0.1 million per annum and an initial incentive equity grant of options exercisable\nfor 7,326 shares of the Company’s Common Stock at $6.40 per share that will vest over three years and other customary benefits.\nOn January 1, 2026, Mr. Regan’s annual salary was increased to $0.2 million per annum. Mr. Regan is an at-will employee.\n\n \n\nOffer\nLetter with Douglas Beck\n\n \n\nMr.\nDouglas Beck joined the Company in May 2025 as the Senior VP and Controller of the Company. On September 24, 2025, Mr. Beck was appointed\nPrincipal Accounting Officer and will continue to serve as the Company’s Senior Vice President of Finance, Controller, a position\nthat he has held since May 2025. Mr. Beck’s annual salary was $0.18 million per year and he is eligible to participate\nin the Company’s benefits. On January 1, 2026, Mr. Beck’s annual salary was increased to $0.2 million per year. Mr.\nBeck is an at-will employee.\n\n \n\n19\n\n \n\n \n\n**Director\nCompensation**\n\n \n\nThe\nfollowing table sets forth for the year ended December 31, 2025, certain information as to the total remuneration we paid to our non-employee\ndirectors.\n\n \n\nIn\n2025, each director received a quarterly cash payment in the amount of $0.006 million and fees in the amount of $0.005 million per committee.\nIn addition, the chair of the Audit Committee received an annual retainer of $20,000; the chair of Compensation Committee received an\nannual retainer of $0.01 million; the chair of the Nominating and Corporate Governance Committee received an annual retainer of $0.01\nmillion; and the chair of the Board of Directors received an additional $0.015 million. Mr. Mendez did not receive fees for his service\nas a member of the Board of Directors, and Ms. Seefried did not receive fees for her service as a member of the Board of Directors until\nafter her resignation from her position as co-Chief Executive Officer of the Company.\n\n \n\nName \nFees Earned or Paid in Cash ($)  \n\n**Option**\n\n**Awards(1) ($)**\n  \nAll Other Compensation ($)  \nTotal ($) \n\nJonathon Niehaus \n 55,000  \n 84,142  \n  -  \n 139,142 \n\nSundie Seefried(2) \n 25,000  \n 84,142  \n    \n 116,518 \n\nRichard Carleton \n 39,600  \n 84,142  \n -  \n 123,742 \n\nFrancis A. Braun III \n 39,167  \n 100,000  \n -  \n 139,167 \n\nDouglas Fagan(3) \n 6,250  \n 84,142  \n -  \n 90,392 \n\nJennifer Meyers(4) \n 6,250  \n 84,142  \n -  \n 90,392 \n\nJonathan Summers(5) \n 23,791  \n 84,142  \n -  \n 107,933 \n\nKarl Racine(6) \n 8,750  \n 84,142  \n -  \n 92,892 \n\n \n\n(1)\nAmounts\nrepresent the aggregate grant date fair value of option awards granted during the year measured pursuant to Financial Accounting\nStandard Board Accounting Standards Codification Topic 718 (Topic 718), the basis for computing stock-based compensation in our financial\nstatement.\n\n(2)\nMs. Seefried resigned from her position as a director\nof the Company on April 20, 2026\n\n(3)\nMr.\nFagan resigned from his position as a director of the Company on May 15, 2025.\n\n(4)\nMs.\nMeyers resigned from her position as a director of the Company on May 15, 2025.\n\n(5)\nMr.\nSummers did not stand for reelection at the 2025 annual meeting of the Company’s stockholders.\n\n(6)\nMr.\nRacine resigned from his position as a director of the Company on May 2, 2025.\n\n \n\n20\n\n \n\n \n\n**Outstanding\nEquity Awards at December 31, 2025**\n\n \n\nThe\nfollowing table sets forth information regarding outstanding stock options or unvested equity awards as of December 31, 2025.\n\n \n\n  \nOption Awards  \n  \nRestricted Stock Awards \n\n  \nNumber of Securities Underlying Unexercised Options (#) Exercisable  \nNumber of Securities Underlying Unexercised Options (#) Unexercisable  \nEquity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)  \nOption Exercise Price ($)  \nOption Expiration Date \nNumber of Shares or Units of Stock That Have Not Vested (#)  \nMarket Value of Shares or Units of Stock That Have Not Vested ($)  \nEquity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)  \nEquity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) \n\n  \n   \n   \n   \n   \n  \n   \n   \n   \n  \n\nTerrance E. Mendez \n 32,700  \n 32,700  \n 32,700  \n 8.00  \nJanuary 21, 2035 \n –  \n –  \n –  \n – \n\n  \n 91,751  \n 91,751  \n 91,751  \n 2.40  \nAugust 7, 2035 \n –  \n –  \n –  \n – \n\n  \n    \n    \n    \n    \n  \n    \n    \n    \n   \n\nJeffrey Kay \n 23,781  \n 23,781  \n 23,781  \n 2.22  \nApril 7, 2035 \n –  \n –  \n –  \n – \n\n  \n 25,825  \n 25,825  \n 25,825  \n 2.40  \nAugust 7, 2035 \n –  \n –  \n –  \n – \n\n  \n    \n    \n    \n    \n  \n    \n    \n    \n   \n\nMichael Regan \n 7,326  \n 7,326  \n 7,326  \n 6.40  \nMarch 10, 2035 \n –  \n –  \n –  \n – \n\n  \n 45,875  \n 45,875  \n 45,875  \n 2.40  \nAugust 7, 2035 \n –  \n –  \n –  \n – \n\n  \n    \n    \n    \n    \n  \n    \n    \n    \n   \n\nDouglas Beck \n 45,875  \n 45,875  \n 45,875  \n 2.40  \nAugust 7, 2035 \n –  \n –  \n –  \n – \n\n  \n    \n    \n    \n    \n  \n    \n    \n    \n   \n\nSundie Seefried \n 27,500  \n 27,500  \n 27,500  \n 133.40  \nOctober 13, 2032 \n –  \n –  \n –  \n – \n\n  \n 11,628  \n 11,628  \n 11,628  \n 9.68  \nMarch 3, 2035 \n    \n    \n    \n   \n\n \n\nThere\nwere no outstanding stock options or unvested equity awards as of December 31, 2025 for either Mr. Emmi or Mr. Dennedy.\n\n \n\n21\n\n \n\n \n\n**SECURITY\nOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**\n\n \n\nThe\nfollowing table sets forth information with respect to the beneficial ownership of our Common Stock as of April 30, 2026, except as noted,\nby (i) each stockholder known by us to be the beneficial owner of more than 5% of our Common Stock, (ii) each of our directors and named\nexecutive officers, and (iii) all of our directors and executive officers as a group. Our only class of voting securities is our Common\nStock. To our knowledge, none of the shares listed below is held under a voting trust or similar agreement. To our knowledge, there are\nno pending arrangements, including any pledges by any person of securities of the Company, the operation of which may at a subsequent\ndate result in a change in control of the Company. There were 5,033,118 shares of Common Stock issued and outstanding on April 30, 2026.\n\n \n\nUnless\notherwise indicated in the following table, the address for each person named in the table is 1526 Cole Blvd., Suite 250, Golden, Colorado\n80401. Pursuant to SEC rules, we have included shares of Common Stock that the person has the right to acquire within 60 days after April\n30, 2026.\n\n \n\nName and Address of Beneficial Owner \n\n**Shares of**\n\n**Class A**\n\n**Common Stock**\n  \n\n**% of**\n\n**Total Voting**\n\n**Power(1)**\n \n\nTerrance E. Mendez \n 102,651(2) \n 1.9%\n\nJonathon Niehaus \n 16,596(3) \n *%\n\nRichard Carleton \n 15,635(3) \n *%\n\nFrancis A. Braun III \n 53,144(4) \n 1.0%\n\nTyler Klimas \n 0  \n *%\n\nSean Tonner \n 0  \n *%\n\nMichael Regan \n 48,317(4)(5) \n *%\n\nDouglas Beck \n 45,875(4) \n *%\n\nJeffrey Kay \n 8,608(4) \n *%\n\nSundie Seefried(6) \n 96,795(7) \n 1.8%\n\nDonnie Emmi(8) \n 18,460(9) \n *%\n\nJames H. Dennedy(10) \n 5,834(11) \n *%\n\n(All Current Executive Officers and Directors as a Group (9 persons)): \n 290,826  \n 5.8%\n\n  \n    \n   \n\nFive Percent and Other Holders: \n    \n   \n\nPartner Colorado Credit Union \n 1,080,807(12) \n 21.0%\n\nM3 FUNDS, LLC \n 308,000(13) \n 6.0%\n\n \n\n*\nIndicates ownership of less than 1% of the outstanding shares of our Common Stock.\n\n \n\n(1)\nThe\npercentage of beneficial ownership of the Company is calculated based on 5,146,419 shares of Common Stock outstanding as of April\n30, 2026, plus vested but unexercised options.\n\n(2)\nIncludes\n(i) 10,900 incentive stock options that are vested, or vest in the next 60 days, to purchase shares of Common Stock and have an exercise\nprice per share equal to $8.00, and (ii) 91,751 incentive stock options that are vested, or vest in the next 60 days, to purchase\nshares of Common Stock and have an exercise price per share equal to $2.40.\n\n(3)\nIncludes\n11,628 incentive stock options that are vested, or vest in the next 60 days, to purchase shares of Common Stock and have an exercise\nprice per share equal to $9.68.\n\n(4)\nComposed\nentirely of incentive stock options that are vested, or vest in the next 60 days, to purchase shares of Common Stock and have an\nexercise price per share equal to $2.40.\n\n(5)\nIncludes\n2,442 incentive stock options that are vested, or vest in the next 60 days, to purchase shares of Common Stock and have an exercise\nprice per share equal to $6.40.\n\n(6)\nMs.\nSeefried resigned as co-Chief Executive Officer on February 28, 2025. Ms. Seefried also resigned from the Board of Directors on April\n20, 2026.\n\n(7)\nIncludes\n(i) 27,500 incentive stock options that are vested, or vest in the next 60 days, to purchase shares of common stock and have an exercise\nprice per share equal to $133.40, and (ii) 11,628 incentive stock options that are vested, or vest in the next 60 days, to purchase\nshares of common stock and have an exercise price per share equal to $9.68.\n\n(8)\nMr.\nEmmi resigned as Chief Legal Officer on June 6, 2025.\n\n(9)\nBased\nsolely on information from a Non-Objecting Beneficial Owner (“NOBO”) list as of March 31, 2026.\n\n(10)\nMr.\nDennedy resigned as Chief Financial Officer on June 6, 2025.\n\n(11)\nBased\nsolely on information from a Non-Objecting Beneficial Owner list as of March 31, 2026.\n\n(12)\nBased\nsolely on information contained in a Schedule 13D filed with the SEC on July 21, 2023. The business address of Partner Colorado Credit\nUnion is 6221 Sheridan Blvd, Arvada, CO 80003.\n\n(13)\nBased\nsolely on information contained in a Schedule 13G filed with the SEC on December 30, 2025. The business address of M3 Funds, LLC\nis 2070 E 2100 S, Suite 250, Salt Lake City, UT 84109.\n\n \n\n22\n\n \n\n \n\n**Securities\nAuthorized for Issuance Under Equity Compensation Plans**\n\n \n\nThe\nfollowing table contains information about our equity compensation plans as of December 31, 2025. As of December 31, 2025, we had one\nequity compensation plan, which was approved by our stockholders: SHF Holdings, Inc. Amended and Restated – 2022 Equity Incentive\nPlan (as amended, the “Plan”).\n\n \n\n**Equity\nCompensation Plan Information**\n\n \n\nPlan Category \nNumber of\nsecurities to be\nissued upon\n\nexercise\nof outstanding\noptions, warrants\nand rights  \nWeighted\naverage exercise\nprice of\n\noutstanding\noptions, warrants\nand rights  \nNumber of\n\nsecurities\nremaining\n\navailable\nfor future\nissuance under\nequity\n\ncompensation\nplans (excluding\nsecurities\n\nreflected\nin column (a)) \n\n  \n(a)  \n(b)  \n(c) \n\nEquity compensation plans approved by security holders \n 538,618(1) \n$11.25(2) \n 78,799(3)\n\nEquity compensation plans not approved by security holders \n 0  \n$0  \n 0 \n\nTotal \n 538,618  \n$11.25  \n 78,799 \n\n \n\n(1)\nIncludes netting of shares by award recipients to cover income taxes associated with a grant of equity.\n\n(2)\nWeighted average price of issued options under the current Plan.\n\n(3)\nIncludes netting of shares and shares returned to the Plan as a result of unvested shares of award recipients separated from the Company\nprior to the grant fully vesting.\n\n \n\n**Delinquent\nSection 16(a) Reports**\n\n \n\nSection\n16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who own more than 10% of a registered\nclass of the Company’s equity securities (“Reporting Persons”) to file with the SEC reports on Forms 3, 4 and 5 concerning\ntheir ownership of and transactions in the common stock and other equity securities of the Company, generally within 2 business days\nof a reportable transaction. As a practical matter, the Company seeks to assist its directors and executives by monitoring transactions\nand completing and filing reports on their behalf.\n\n \n\nBased\nsolely upon a review of SEC filings, the Company believes that all Reporting Persons complied with these reporting requirements during\n2025, except that (a) (i) one report for Francis A. Braun III, a director of the Company, covering one transaction, (ii) two reports\nfor Terrance Mendez, our Chief Executive Officer, Chief Financial Officer and a director of the Company, covering an aggregate of three\ntransactions, (iii) one report for Douglas Beck, our Principal Accounting Officer, Senior Vice President of Finance, Controller, covering\none transaction, (iv) two reports for Jeffrey Kay, our Chief Marketing Officer, covering an aggregate of three transactions, and (v)\nfour reports for Michael Regan, our Chief Investment & Strategy Officer, covering an aggregate of seven transactions were filed late,\nin each case due to an inadvertent administrative error, and (b) the required Form 3 for (i) Terrance Mendez, (ii) Douglas Beck, (iii)\nJeffrey Kay, and (iv) Michael Regan was filed late, in each case due to a delay in SEC approval of each such person’s Form ID application.\nThe late Form 3 filings related solely to each person’s designation as a Reporting Person and did not relate to any transactions\nin securities of the Company.\n\n \n\n23\n\n \n\n \n\n**REPORT\nOF THE AUDIT COMMITTEE**\n\n \n\n*This\nreport shall not be deemed incorporated by reference by a general statement incorporating by reference this Proxy Statement into any\nfiling under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that\nwe specifically incorporate this information by reference and shall not otherwise be deemed filed under such acts.*\n\n \n\nThe\nAudit Committee assists the Board of Directors in overseeing and monitoring the integrity of our financial reporting process, compliance\nwith legal and regulatory requirements and the quality of internal and external audit processes. This committee’s role and responsibilities\nare set forth in the Audit Committee charter adopted by the Board of Directors. This committee reviews and reassesses our charter annually\nand recommends any changes to the Board of Directors for approval. The Audit Committee is responsible for overseeing our overall financial\nreporting process, and for the appointment, compensation, retention, and oversight of the work of Macias, Gini & O’Connell\nLLP (“MGO”).\n\n \n\nOur\nAudit Committee currently consists of Francis A. Braun III, Jonathon F. Niehaus, and Tyler Klimas. Mr. Braun serves\nas chairman of the Audit Committee. In evaluating the independence of its members and the composition of its planned committees, the\nBoard of Directors utilizes the definition of “independence” developed by the Nasdaq Stock Market and SEC rules, including\nthe rules relating to the independence standards for audit committee members and the non-employee director definition in Rule 16b-3 promulgated\nunder the Exchange Act. The Board of Directors has determined that each of Messrs. Braun, Niehaus, and Klimas is an independent\ndirector.\n\n \n\nThe\nAudit Committee has discussed with MGO the matters required to be discussed by the applicable requirements of the Public Company\nAccounting Oversight Board (“PCAOB”) and the U.S. Securities and Exchange Commission. The Audit Committee has received and\nreviewed the written disclosures and the letter from MGO required by applicable requirements of the PCAOB regarding MGO’s\ncommunications with the Audit Committee concerning independence, and has discussed with MGO its independence.\n\n \n\nBased\non the Audit Committee’s discussions with management and the independent auditors, and the Audit Committee’s review of the\nrepresentations of management and the report of the independent auditors to the Audit Committee, the Audit Committee recommended that\nthe Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the\nfiscal year ended December 31, 2025.\n\n \n\n**Respectfully\nSubmitted,**\n \n\n \n \n\n*/s/\nFrancis A. Braun III, Audit Committee Chairman*\n \n\n*/s/\nJonathon F. Niehaus*\n \n\n*/s/\nTyler Klimas*\n \n\n \n\n24\n\n \n\n \n\n**CERTAIN\nRELATIONSHIPS AND RELATED TRANSACTIONS**\n\n \n\n**Family\nRelationships**\n\n \n\nThere\nare no family relationships between or among our executive officers and directors.\n\n \n\n**Related\nParty Transactions**\n\n \n\nThe\nCompany’s Board of Directors has adopted a written Related Party Transaction Policy that requires the Audit Committee of the Board\nto review and approve or ratify any transaction between the Company and a “related party,” which is defined as any director,\nexecutive officer, nominee for director, or holder of more than 5% of the Company’s outstanding Common Stock, or any immediate\nfamily member of any such person in which the amount involved exceeds the lesser of $0.12 million since the Company’s last fiscal\nyear or 1% of the average of the Company’s total assets at year-end for the Company’s last two completed fiscal years. The\nAudit Committee of the Board evaluates the material facts of each such transaction and determines whether approval or ratification is\nin the best interests of the Company and its stockholders. Our related party transactions entered into between January 1, 2024 and the\ndate hereof, all of which were previously approved by our Audit Committee, are described below.\n\n \n\nFor\nthe fiscal year ended December 31, 2025, the Company identified one related party as defined under ASC 850 and SEC Regulation S-K Item\n404. Partner Colorado Credit Union (“PCCU”) approximately held 25.2% of the Company’s Common Stock as of December 31,\n2025, making it both a significant stockholder and the Company’s most significant commercial counterparty. PCCU also holds the\nmajority of the Company’s cash deposits.\n\n \n\n*Commercial\nAlliance Agreements*\n\n \n\nThe\nCompany’s wholly-owned subsidiary, SHF, LLC, operates substantially all of its business with PCCU. This relationship is governed\nby the Second Amended and Restated Commercial Alliance Agreement (the “Second Amended CAA”), which replaced the Amended and\nRestated Commercial Alliance Agreement (the “First Amended CAA”) as of October 1, 2025. The Company and PCCU had agreed to\nthe terms for the Second Amended CAA in October 2025, and it was executed on February 4, 2026.\n\n \n\nThe\nFirst Amended CAA introduced several significant changes to the Commercial Alliance Agreement (the “CAA”), including (i)\nthe elimination of the Company’s indemnification obligations for loan-related losses, (ii) a reduction in the Company’s loan\nprogram income share to approximately 35% to reflect the incremental risk absorbed by PCCU in connection with the elimination of our\nindemnification obligations, (iii) the replacement of a multiple per-account fee structure with a single asset hosting fee equal to 1.00%\nof average daily cannabis related business (“CRB”) deposit balances that increased to 1.30% in the event balances exceeded\n$130 million, and (iv) us receiving 100% of investment income on CRB deposits.\n\n \n\nThe\nSecond Amended CAA fundamentally restructured the economics of the PCCU relationship. The primary changes were that (i) the Company’s\nshare of loan program income increased from approximately 35% up to 65%, reflecting the completion the Company’s September 2025\nrecapitalization-related transactions; (ii) the Company now receives up to 65% of loan program income generated by PCCU’s CRB loan\nportfolio in exchange for being obligated to indemnify PCCU for up to 65% of net losses of a default on any loan covered by the Second\nAmended CAA, with no contractual cap on total exposure; and (iii) the asset hosting fee structure transitioned from a flat rate to a\ntiered marginal rate schedule based on average daily deposit balances, with rates ranging from 0.50% on the first $25 million to 1.25%\non balances above $125 million, resulting in estimated annual savings of approximately $0.3 million compared to the rates contained in\nthe First Amended CAA.\n\n \n\nThe\nCompany derives substantially all of its revenue from services performed under the CAA. For the year ended December 31, 2025, revenue\ngenerated under the then-in effect agreement with PCCU approximated 86.7% of total Company revenues. As of December 31, 2025, amounts\ndue from PCCU approximated 97% of total accounts receivable. PCCU holds the majority of the Company’s cash and cash equivalents.\nAs of December 31, 2025, and December 31, 2024, $6.8 million and $2.2 million of the Company’s cash was held on deposit at PCCU,\nrespectively.\n\n \n\nOn\nSeptember 30, 2025, the Company entered into a Debt Cancellation Agreement whereby PCCU cancelled a senior secured promissory note (the\n“PCCU Note”). At the time of cancellation, the outstanding principal balance was approximately $10.7 million. In consideration\nfor the cancellation, PCCU received 13,436 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) and\na Common Stock purchase warrant (as amended and restated, each, a “Series B Warrant”) to purchase 865,200 shares of Common\nStock. As a result, no balance remained outstanding under the PCCU Note as of December 31, 2025. Under the terms of the Series B Preferred\nStock and Series B Warrants, PCCU may not convert its preferred shares or exercise its warrant to the extent such action would result\nin PCCU beneficially owning more than 4.99% of the Company’s Common Stock. Holders of the Series B Preferred Stock have no voting\nrights and no right to appoint directors of the Company.\n\n \n\n25\n\n \n\n \n\nSeries\nB Preferred Stock Offering\n\n \n\nOn\nSeptember 30, 2025, Terrance Mendez, Chief Executive Officer, Chief Financial Officer and Director of the Company, Michael Regan, Chief\nInvestment & Strategy Officer of the Company, Jeffrey Kay, Chief Marketing Officer of the Company, Richard Carleton, a director of\nthe Company, and Margaret Williams, an employee of the Company, all participated in the Company’s offering of Series B Preferred\nStock pursuant to a Securities Purchase Agreement, dated as of September 30, 2025 (the “Series B SPA”), by and between us\nand certain investors. Their participation was subject to stockholder approval in accordance with Nasdaq Rule 5635(c), which was obtained\non November 6, 2025. In the aggregate, these participants purchased 284 shares of Series B Preferred Stock and received accompanying\nSeries B Warrants to purchase an aggregate of 18,290 shares of Common Stock. On May 6, 2026, the Company announced that it would be\nvoluntarily reducing the conversion and exercise prices of the Series B Preferred Stock and the Series B Warrants, respectively, for\na limited period of time.\n\n \n\nThe\nindividual participants and their respective purchases were as follows:\n\n \n\nParticipant \nPosition \n\n**Series B**\n\n**Convertible Preferred**\n\n**Shares Owned**\n  \n\n**Series B**\n\n**Warrant\nShares**\n\n**Owned**\n  \n\n**Amount\nPaid**\n \n\nTerrance E. Mendez \nChief Executive Officer and Chief Financial Officer \n 125  \n 8,050  \n$100,000 \n\nMichael Regan \nChief Investment and Strategy Officer \n 63  \n 4,057  \n$50,400 \n\nJeffrey Kay \nChief Marketing Officer \n 63  \n 4,057  \n$50,400 \n\nMargaret Williams \nVP, BSA and Compliance \n 20  \n 1,228  \n$16,000 \n\nRichard Carleton \nDirector \n 13  \n 837  \n$10,400(1)\n\n \n\n(1)Mr.\nCarleton agreed to cancel $10,400 of his Board compensation as consideration for his Series\nB Preferred Stock and Series B Warrants.\n\n \n\nBecause\nthe issuance of shares of Common Stock underlying the Series B Preferred Stock and Series B Warrants to members of management and the\nBoard constituted compensation under Nasdaq Listing Rule 5635(c), such issuances were conditioned upon and subject to stockholder approval.\nOn November 6, 2025, at a special meeting of stockholders, the Company’s stockholders approved the issuances to members of management\nand the Board of Directors.\n\n \n\nThe\nterms of the Series B Preferred Stock and Series B Warrants purchased by management and director participants are identical to those\navailable to all other buyers under the Series B SPA. No preferential terms, discounts beyond the standard $800 per $1,000 stated-value\npurchase price, or other special arrangements were extended to any management or board participant.\n\n \n\n**Policies\nand Procedures for the Company’s Related Party Transactions**\n\n \n\nThe\nCompany’s Board of Directors has adopted a written Related Party Transaction Policy that requires the Audit Committee of the Board\nto review and approve or ratify any transaction between the Company and a “related party,” which is defined as any director,\nexecutive officer, nominee for director, or holder of more than 5% of the Company’s outstanding common stock, or any immediate\nfamily member of any such person in which the amount involved exceeds the lesser of $120,000 since the Company’s last fiscal\nyear or 1% of the average of the Company’s total assets at year end for the Company’s last two completed fiscal years. The\nAudit Committee of the Board evaluates the material facts of each such transaction and determines whether approval or ratification is\nin the best interests of the Company and its stockholders. Our related party transactions entered into between January 1, 2024 and the\ndate hereof, all of which were previously approved by our Audit Committee, are described above.\n\n \n\n26\n\n \n\n \n\n**PROPOSAL\n2: RATIFICATION OF THE APPOINTMENT OF MACIAS, GINI & O’CONNELL LLP AS**\n\n**THE\nCOMPANY**’**S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL**\n\n**YEAR\nENDING DECEMBER 31, 2026**\n\n \n\nThe\nAudit Committee, which is responsible for the appointment, compensation and oversight of our independent auditors, has engaged MGO as\nour independent auditors to audit our consolidated financial statements for the year ending December 31, 2026. As a matter of good corporate\ngovernance, we are requesting that stockholders ratify the Audit Committee’s appointment of MGO as independent auditors. If stockholders\ndo not ratify the appointment of MGO, the Audit Committee will reevaluate the appointment, but may retain such independent auditor. Even\nif the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines\nthat such a change would be in the best interests of the Company and its stockholders.\n\n \n\nAs\npreviously disclosed, on April 14, 2025, the Audit Committee of the Board of Directors was notified by Marcum LLP (“Marcum”)\nthat the auditor relationship between the Company and Marcum was terminated, effective April 14, 2025. Marcum audited the Company’s\nfinancial statements for the years ended December 31, 2024 and 2023 (the “Engagement Period”). The reports of Marcum on such\nfinancial statements did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty,\naudit scope or accounting principles, with the exception that said report included an explanatory paragraph regarding the uncertainty\nof the Company’s ability to continue as a going concern.\n\n \n\nDuring\nthe Engagement Period, and the subsequent interim period from January 1, 2025 to April 14, 2025, there were no disagreements (as that\nterm is used in Item 304(a)(1)(iv) of Regulation S-K) and the related instructions to Item 304 of Regulation S-K under the Securities\nExchange Act of 1934, as amended) between the Company and Marcum on any matter of accounting principles or practices, financial statement\ndisclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused it to\nmake reference to the subject matter of the disagreements in connection with its report.\n\n \n\nDuring\nthe same period, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities\nExchange Act of 1934, as amended), except as disclosed below:\n\n \n\nOur\nmanagement concluded that there existed material weaknesses in our internal controls over financial reporting for the fiscal years ended\nDecember 31, 2023 and December 31, 2024 related to ineffective design and operating effectiveness of internal controls over the review\nof revenue recognition from calculations that occur on a monthly basis between the Company and a related party, and ineffective management\nreview controls related to the evaluation of accounting for debt and equity financial instruments, and for the fiscal year ended December\n31, 2024 related to ineffective management review controls over the evaluation of going concern and ineffective information technology\ncontrols due to certain users with unnecessary privileged access within the financially relevant systems, and ineffective logical access\nuser reviews, resulting in segregation of duty risk as described in the Company’s Annual Report on Form 10-K for the year ended\nDecember 31, 2024.\n\n \n\nAt\nthe time of the initial disclosure of the forgoing, the Company provided Marcum with a copy of the foregoing disclosures and requested\nthat Marcum furnish the Company with a letter addressed to the SEC stating whether it agrees with the above statements, and if not, stating\nthe respects in which it does not agree.\n\n \n\nOn\nApril 18, 2025, the Audit Committee approved the engagement of Macias, Gini & O’Connell LLP as independent registered public\naccounting firm, to audit the Company’s consolidated financial statements for the year ending December 31, 2025.\n\n \n\nRepresentatives\nof MGO, but not Marcum, have been invited to virtually attend the 2026 Annual Meeting to respond to appropriate questions and will be\ngiven an opportunity to make a statement if they so desire.\n\n \n\n27\n\n \n\n \n\n**Audit\nand Non-Audit Fees**\n\n \n\n*MGO*\n\n* *\n\nThe\nfollowing table shows fees that we paid (or accrued) for professional services rendered by MGO for our fiscal year ended December\n31, 2025. MGO did not serve as the Company’s principal accountant for the fiscal year ended December 31, 2024.\n\n* *\n\n  \n2025\n \n\nAudit Fees(1) \n$596,359\n(A)\n\nAudit-Related Fees(2) \n —\n \n\nTax fees(3) \n —\n \n\nAll other fees \n —\n \n\nTotal \n$596,359\n \n\n \n\n(1)\nAudit\nFees consist of fees billed for professional services rendered for the audit of Company’s consolidated annual financial statements\nand review of the interim consolidated financial statements included in quarterly reports and services that are normally provided\nby the independent public accounting firm in connection with statutory and regulatory filings or engagements. Audit Fees also include\nactivities related to registration statement consents.\n\n \n \n\n(2)\nAudit\nRelated Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit\nor review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” This category\nmay include fees related to financial statement audits of certain employee benefit plans, services related to certain regulatory\ncompliance requirements, and services related to corporate equity transaction filings.\n\n \n \n\n(3)\nTax\nfees consist of fees billed for professional services rendered for tax compliance, tax advice, and tax planning. These services include\nassistance regarding federal, state, and international tax compliance, acquisitions and international tax planning.\n\n \n\n(A)Includes\n$15,190 for registration statements.\n\n* *\n\n*Marcum*\n\n* *\n\nThe\nfollowing table shows fees that we paid (or accrued) for professional services rendered by Marcum for our fiscal year ended December\n31, 2024. Marcum did not serve as the Company’s principal accountant for the fiscal year ended December 31, 2025.\n\n \n\n  \n2024 \n\nAudit Fees(1) \n$402,705 \n\nAudit-Related Fees(2) \n — \n\nTax fees(3) \n — \n\nAll other fees \n — \n\nTotal \n$402,705 \n\n \n\n(1)\nAudit\nFees consist of fees billed for professional services rendered for the audit of Company’s consolidated annual financial statements\nand review of the interim consolidated financial statements included in quarterly reports and services that are normally provided\nby the independent public accounting firm in connection with statutory and regulatory filings or engagements. Audit Fees also include\nactivities related to registration statement consents.\n\n \n \n\n(2)\nAudit\nRelated Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit\nor review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” This category\nmay include fees related to financial statement audits of certain employee benefit plans, services related to certain regulatory\ncompliance requirements, and services related to corporate equity transaction filings.\n\n \n \n\n(3)\nTax\nfees consist of fees billed for professional services rendered for tax compliance, tax advice, and tax planning. These services include\nassistance regarding federal, state, and international tax compliance, acquisitions and international tax planning.\n\n \n\nOur\nAudit Committee requires that management obtain the prior approval of the Audit Committee for all audit and permissible non-audit services\nto be provided by Marcum or MGO, as applicable. The Audit Committee considers and approves at each meeting, as needed, anticipated audit\nand permissible non-audit services to be provided by Marcum during the year and estimated fees. All services provided by MGO and Marcum\nduring the fiscal years ended December 31, 2025 and 2024 were approved by the Audit Committee.\n\n \n\nOur\nindependent auditor for the fiscal year ended December 31, 2025, MGO, has advised us that neither it, nor any of its members, has any\ndirect financial interest in the Company as a promoter, underwriter, voting trustee, director, officer or employee. All professional\nservices rendered by MGO during the fiscal years ended December 31, 2025 and 2024 were furnished at customary rates and were performed\nby full-time, permanent employees.\n\n \n\n**Vote\nRequired and Recommendation**\n\n \n\nThe\nselection of MGO as our independent certified public accountants for the fiscal year ending December 31, 2026 will be ratified if votes\nrepresenting a majority of the votes cast at the 2026 Annual Meeting, at which a quorum is present, in person online or by proxy,\nvote in favor of the proposal. Abstentions have the effect of a vote “AGAINST” Proposal 2 and broker non-votes will have\nno effect with respect to the approval of Proposal 2.\n\n \n\n**The\nBoard of Directors unanimously recommends that you vote FOR Proposal 2, the Ratification of Accountants\nProposal.**\n\n \n\n28\n\n \n\n \n\n**STOCKHOLDERS\nMATTERS**\n\n \n\n**Stockholder\nCommunications with the Board of Directors**\n\n \n\nAny\nstockholder may communicate by mail with the Board of Directors or individual directors by contacting Michael Regan at SHF Holdings,\nInc., 1526 Cole Blvd., Suite 250, Golden, Colorado 80401. The Board of Directors has instructed Mr. Regan to review this correspondence\nand determine, in his discretion, whether matters submitted are appropriate for Board consideration. Mr. Regan may also forward certain\ncommunications to others at the Company for review and possible response. Communications such as customer or commercial inquiries or\ncomplaints, job inquiries, surveys and business solicitations or advertisements or patently offensive or otherwise inappropriate material\nwill not be forwarded to the Board of Directors.\n\n \n\n**Stockholder\nProposals for Inclusion in 2027 Proxy Statement**\n\n \n\nPursuant\nto Rule 14a-8 of the SEC’s proxy rules, a stockholder intending to present a proposal to be included in the proxy statement for\nour 2027 Annual Meeting of Stockholders must have delivered a proposal in writing to our principal executive offices no later than January\n8, 2027 (or if we change the date of the 2027 Annual Meeting of Stockholders by more than 30 days from the date of this year’s\n2026 Annual Meeting, a reasonable time before we begin to print and mail the proxy materials for the 2027 Annual Meeting). Proposals\nshould be addressed to Michael Regan, Chief Investment & Strategy Officer, SHF Holdings, Inc., 1526 Cole Blvd., Suite 250,\nGolden, Colorado 80401. Proposals from stockholders must also comply with the SEC’s rules regarding the inclusion of stockholder\nproposals in proxy materials, and we may omit any proposal from our proxy materials that does not comply with the SEC’s rules.\n\n \n\n**Other\nStockholder Proposals for Presentation at 2027 Annual Meeting**\n\n \n\nStockholder\nproposals intended to be presented at, but not included in the proxy materials for, our 2027 Annual Meeting of Stockholders, including\ndirector nominations for election to our Board of Directors, must be timely received by us in writing at our principal executive offices,\naddressed to the Chief Investment & Strategy Officer of the Company as indicated above. Under our Bylaws, to be timely, a\nstockholder’s notice must be delivered to or mailed and received at our principal executive offices not less than 90 days, nor\nmore than 120 days, prior to the meeting; provided, however, that in the event that the 2027 Annual Meeting of Stockholders is more than\n30 days before or more than 60 days after the anniversary of the 2026 Annual Meeting, notice by the stockholder to be timely must be\nso delivered not earlier than the close of business on the 120th day before the 2027 Annual Meeting of Stockholders and not later than\nthe later of (x) the close of business on the 90th day before the 2027 Annual Meeting of Stockholders or (y) the close of business on\nthe 10th day following the day on which public announcement of the date of the annual meeting is first made by us. A stockholder’s\nnotice to Michael Regan, Chief Investment & Strategy Officer, must set forth the following information as to each matter the\nstockholder proposes to bring before the annual meeting:\n\n \n\n●\nA\nbrief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at\nthe annual meeting,\n\n \n \n\n●\nThe\nname and record address of the stockholder proposing such business,\n\n \n \n\n●\nThe\nclass and number of shares beneficially owned by the stockholder, and\n\n \n \n\n●\nAny\nmaterial interest of the stockholder in such business.\n\n \n\nThe\nSEC’s rules permit our management to vote proxies on a proposal presented by a stockholder as described above, in the discretion\nof the persons named as proxy, if:\n\n \n\n●\nWe\nreceive timely notice of the proposal and advise our stockholders in that year’s proxy materials of the nature of the matter\nand how management intends to vote on the matter; or\n\n \n \n\n●\nWe\ndo not receive timely notice of the proposal in compliance with our Bylaws.\n\n \n\n29\n\n \n\n \n\n**INTERESTS\nOF OFFICERS AND DIRECTORS IN MATTERS TO BE ACTED UPON**\n\n \n\nExcept\nin the election of Mr. Niehaus and Mr. Tonner under Proposal 1, none of the Company’s current officers or directors has\nany interest in any of the matters to be acted upon at the 2026 Annual Meeting.\n\n \n\n**CAUTIONARY\nNOTE ABOUT FORWARD-LOOKING STATEMENTS**\n\n \n\nVarious\nstatements made in this Proxy Statement are “forward-looking statements” within the meaning of, and subject to the protections\nof Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),\nand the Private Securities Litigation Reform Act of 1995.\n\n \n\nForward-looking\nstatements include statements with respect to the Company’s beliefs, plans, objectives, goals, expectations, anticipations, assumptions,\nestimates, intentions and future performance and condition, and involve known and unknown risks, uncertainties and other factors, which\nmay be beyond the Company’s control, and which may cause the actual results, performance, achievements, or financial condition\nof the Company to be materially different from future results, performance, achievements, or financial condition expressed or implied\nby such forward-looking statements. Furthermore, this Proxy Statement may contain forward-looking statements regarding the potential\nfor federal rescheduling of cannabis, the potential passage of the SAFER Banking Act of 2025, projected growth of the cannabis market,\nthe potential impact of regulatory changes on the Company’s business, and the anticipated benefits of the Second Amended CAA. You\nshould not expect us to update any forward-looking statements. These forward-looking statements should be read together with the discussion\nof the Company’s risks and uncertainties included under the caption “Risk Factors” in our 2025 Annual Report.\n\n \n\nAll\nstatements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking\nstatements through our use of words such as “may,” “will,” “anticipate,” “assume,” “seek,”\n“should,” “indicate,” “would,” “believe,” “contemplate,” “consider,”\n“expect,” “estimate,” “continue,” “plan,” “point to,” “project,”\n“could,” “intend,” “target” and other similar words and expressions of the future.\n\n \n\n**INFORMATION\nREFERENCED IN THIS PROXY STATEMENT**\n\n \n\nThe\ncontent contained on, or that can be accessed through, the websites referred to in this Proxy Statement, including our corporate website,\nare not deemed to be part of, and are not incorporated by reference into, this Proxy Statement unless expressly indicated otherwise.\n\n \n\n**OTHER\nBUSINESS**\n\n \n\nThe\nBoard of Directors knows of no other business to be brought before the 2026 Annual Meeting. If, however, any other business should properly\ncome before the 2026 Annual Meeting, the persons named in the accompanying proxy will, to the extent permitted by applicable law, vote\nproxies in their discretion as they may deem appropriate, unless they are directed by a proxy to do otherwise.\n\n \n\n**HOUSEHOLDING\nOF ANNUAL DISCLOSURE DOCUMENTS**\n\n \n\nWe\nare sending only one Notice or one Proxy Statement to stockholders residing at the same address unless one of the stockholders has notified\nus of his or her desire to receive multiple copies. This practice, known as “householding,” reduces duplicate mailings, enabling\nus to save paper and reduce printing costs.\n\n \n\nStockholders\nresiding at the same address who currently receive only one copy of the Notice or Proxy Statement and who would like to receive additional\ncopies of the Proxy Statement for this 2026 Annual Meeting or for future meetings may contact our Chief Investment & Strategy\nOfficer, Michael Regan, by phone at 720-826-6282, by email to michael.regan@shfinancial.org, or by mail addressed to Mr. Regan at\n1526 Cole Blvd., Suite 250, Golden, Colorado 80401.\n\n \n\nBy Order of the Board of Directors,\n\n \n\n**Terrance E. Mendez**\n\nChief\nExecutive Officer & Chief Financial Officer\n\nGolden, Colorado\n\nMay 8, 2026\n\n \n\n30"}