DEF 14A 1 formdef14a.htm DEF 14A

United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under Rule 14a-12

SHF HOLDINGS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

SHF Holdings, Inc.

1526 Cole Blvd., Suite 250

Golden, Colorado 80401

(303) 431-3435

May 28, 2025

Dear Stockholder:

On behalf of the Board of Directors and management of SHF Holdings, Inc. (the “Company”) you are cordially invited to join us at the 2025 Annual Stockholders Meeting (the “2025 Annual Meeting”) of the Company to be held on July 8, 2025 at 10:30 a.m., Mountain Daylight Time, in a virtual meeting format only via live webcast at www.virtualshareholdermeeting.com/SFHS2025. Our proxy statement for the 2025 Annual Meeting, our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Original 10-K”) filed with the Securities and Exchange Commission (the “SEC”) on April 10, 205, as amended by the Amendment No. 1 to the Original 10-K filed with the SEC on April 30, 2025, and all amendments or supplements to the foregoing material that are required to be furnished to stockholders are available at www.proxyvote.com, and a list of stockholders entitled to vote at the 2025 Annual Meeting will be available for inspection during the ten days prior to the 2025 Annual Meeting at www.proxyvote.com, as well as during the 2025 Annual Meeting at www.virtualshareholdermeeting.com/SFHS2025.

At the 2025 Annual Meeting, you will be asked to:

(1)	elect two director nominees to serve for a three-year term as a Class I director;

(2)	ratify the appointment of our independent registered public accounting firm for our fiscal year ending December 31, 2025;

(3)	approve an amendment to the Amended and Restated – 2022 Equity Incentive Plan;

(4)	consider a shareholder proposal requesting that the Board of Directors (i) conduct a review of certain board composition and governance practices, (ii) evaluate the qualifications and performance of the Company’s leadership, (iii) initiate an independent director search process, and (iv) implement a formal shareholder engagement policy; and

(5)	transact such other business as may properly come before the 2025 Annual Meeting, or any adjournments or postponements thereof.

The Board of Directors recommends the election of the two nominees for director, the approval of Proposal 2 and Proposal 3, and that you vote against Proposal 4.

Your vote is important. Whether you own a few shares or many, and whether or not you plan to attend the 2025 Annual Meeting, it is important that your shares be represented and voted at the 2025 Annual Meeting. You may vote your shares by proxy on the Internet, or by completing, signing and promptly returning a proxy card.

Thank you for your continuing support of SHF Holdings, Inc. and its vision.

Sincerely,

Terrance E. Mendez

Chief Executive Officer

SHF HOLDINGS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 8, 2025

To the Stockholders of SHF Holdings, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “2025 Annual Meeting”) of SHF Holdings, Inc., a Delaware corporation (the “Company”) will be held on July 8, 2025 at 10:30 a.m., Mountain Daylight Time, in a virtual meeting format only, via live webcast at www.virtualshareholdermeeting.com/SFHS2025. Our proxy statement for the 2025 Annual Meeting (the “Proxy Statement”), our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Original 10-K”) filed with the Securities and Exchange Commission (the “SEC”) on April 10, 205, as amended by the Amendment No. 1 to the Original 10-K filed with the SEC on April 30, 2025 (as amended, the “2024 Annual Report”), and all amendments or supplements to the foregoing material that are required to be furnished to stockholders are available at www.proxyvote.com, and a list of stockholders entitled to vote at the 2025 Annual Meeting will be available for inspection during the ten days prior to the 2025 Annual Meeting at www.proxyvote.com, as well as during the 2025 Annual Meeting at www.virtualshareholdermeeting.com/SFHS2025.

The 2025 Annual Meeting will be held for the following purposes:

1.	Election of two Class I directors, each to serve for a three-year term (the “Election of Directors Proposal”);

2.	Ratification of the appointment of Macias, Gini & O’Connell, LLP (“MGO”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Ratification of Accountants Proposal”);

3.	Approval of an amendment to the Amended and Restated – 2022 Equity Incentive Plan (the “Equity Incentive Plan Amendment Proposal”);

4.	Consideration of a shareholder proposal requesting that the Board of Directors (i) conduct a review of certain board composition and governance practices, (ii) evaluate the qualifications and performance of the Company’s leadership, (iii) initiate an independent director search process, and (iv) implement a formal shareholder engagement policy (the “Shareholder Proposal”); and

5.	Transaction of such other business as may properly come before the 2025 Annual Meeting, or any adjournments or postponements thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Internet Availability of Proxy Materials (the “Notice”).

In accordance with SEC rules that allow us to furnish our Proxy Materials (as defined below) over the Internet, we are mailing to our stockholders this Notice instead of a paper copy of the Proxy Materials. The Notice contains instructions on how to access those documents over the Internet and how to submit your proxy via the Internet. It is anticipated that on or about May 28, 2025, we will commence mailing to our stockholders (other than those who previously requested electronic or paper delivery) a Notice containing instructions on how to access our Proxy Materials over the Internet and how to submit your proxy via the Internet. The Notice also contains instructions on how to request a paper copy of the Proxy Materials.

As stated above, we have adopted a virtual format for the 2025 Annual Meeting. In order to virtually attend the 2025 Annual Meeting, you must register at www.virtualshareholdermeeting.com/SFHS2025. You will find more information on the matters for voting in the Proxy Statement on the following pages. If you are a stockholder of record, you may vote by mail or by using the Internet.

Your vote is important! We strongly encourage you to exercise your right to vote as a stockholder. Please sign, date and return the enclosed proxy card or voting instruction card in the envelope provided, call the toll-free number or log on to the Internet to vote your shares by proxy. You may revoke your proxy at any time before it is exercised.

You will find instructions on how to vote beginning on page 2 of the accompanying Proxy Statement. Most stockholders vote by proxy and do not attend the 2025 Annual Meeting in person via the Internet. The Board of Directors has fixed the close of business on May 12, 2025 as the record date (the “Record Date”) for determining those stockholders entitled to notice of, and to vote at, the 2025 Annual Meeting and any adjournments or postponements thereof. Thus, as long as you were a stockholder at the close of business on May 12, 2025 you have the right to vote on the proposals being presented at the 2025 Annual Meeting, such that you are invited to virtually attend the 2025 Annual Meeting, or to send a representative.

Whether or not you expect to be present, please vote using our secure online voting website or by signing, dating and returning your enclosed proxy card in the postage-paid envelope provided for that purpose as promptly as possible.

By Order of the Board of Directors,

Terrance E. Mendez

Chief Executive Officer

Golden, Colorado

May 28, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JULY 8, 2025:

This Proxy Statement is available on the Internet at www.proxyvote.com and will be available during the 2025 Annual Meeting at www.virtualshareholdermeeting.com/SFHS2025. On this site, you will be able to access our Proxy Statement, our 2024 Annual Report, and all amendments or supplements to the foregoing material that are required to be furnished to stockholders.

TABLE OF CONTENTS

	Page
PROXY STATEMENT	1
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS	2
PROPOSAL 1: ELECTION OF CLASS I DIRECTORS	7
MANAGEMENT AND CORPORATE GOVERNANCE	8
COMPENSATION DISCUSSION AND ANALYSIS	16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	21
REPORT OF THE AUDIT COMMITTEE	23
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	24
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, 2025	26
PROPOSAL 3: APPROVAL OF THE AMENDMENT TO THE AMENDED AND RESTATED – 2022 EQUITY INCENTIVE PLAN	28
PROPOSAL 4: PROPOSAL BY CONCERNED SHAREHOLDERS OF THE COMPANY TO EVALUATE THE PERFORMANCE OF THE COMPANY’S MANAGEMENT AND BOARD OF DIRECTORS, TO EVALUATE THE INDEPENDENCE OF THE COMPANY’S DIRECTORS, AND TO STRENGTHEN THE COMPANY’S CORPORATE GOVERNANCE	34
STOCKHOLDERS MATTERS	36
OTHER BUSINESS	37
HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS	37

SHF HOLDINGS, INC.

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 8, 2025

PROXY STATEMENT

The enclosed proxy is being solicited on behalf of the Board of Directors of SHF Holdings, Inc. for use at the 2025 Annual Meeting to be held on July 8, 2025 at 10:30 a.m., Mountain Daylight Time, in a virtual meeting format only via live webcast at www.virtualshareholdermeeting.com/SFHS2025, or at such other time and place to which the 2025 Annual Meeting may be adjourned. In this Proxy Statement, we refer to SHF Holdings, Inc. as the “Company,” “SHF,” “we,” “us” or “our.”

A list of stockholders entitled to vote at the 2025 Annual Meeting will be available for inspection during the ten days prior to the 2025 Annual Meeting at www.proxyvote.com, as well as during the 2025 Annual Meeting at www.virtualshareholdermeeting.com/SFHS2025. It is anticipated that on or about May 28, 2025 we will commence mailing to our stockholders (other than those who previously requested electronic or paper delivery) a Notice containing instructions on how to access our Proxy Materials over the Internet and how to submit your proxy via the Internet. The Notice also contains instructions on how to request a paper copy of the Proxy Materials.

Execution and return of the enclosed proxy will not affect a stockholder’s right to attend the 2025 Annual Meeting and to vote in person online at the virtual 2025 Annual Meeting. Any stockholder executing a proxy retains the right to revoke such proxy at any time prior to its exercise at the 2025 Annual Meeting. A proxy may be revoked by delivery of written notice of revocation to the Secretary of the Company, by execution and delivery of a later proxy or by voting the shares in person at the virtual 2025 Annual Meeting. If you virtually attend the 2025 Annual Meeting and vote in person by ballot, your proxy will be revoked automatically and only your vote at the 2025 Annual Meeting will be counted. A proxy, when executed and not revoked, will be voted in accordance with the instructions thereon. In the absence of specific instructions, the proxy holders will vote your shares in accordance with the recommendations of the Board of Directors for each of the proposals described in this Proxy Statement and in accordance with their best judgment on all other matters that may properly come before the 2025 Annual Meeting. The enclosed form of proxy card provides a method for stockholders to withhold authority to vote for any one or more of the nominees for director while granting authority to vote for the remaining nominees. The names of all nominees are listed on the proxy card. Since there are two nominees, you must check the box marked “FOR” for each of the director nominees for which you wish to vote for. If you wish to withhold authority to vote for all nominees, check the box marked “WITHHOLD.” If you wish your shares to be voted for some nominees and not for one or more of the others, check the box marked “FOR” and 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) on the proxy in the space provided.

RECORD DATE AND VOTING SECURITIES

Only stockholders of record at the close of business on May 12, 2025, the Record Date, are entitled to notice of, and to vote at, the 2025 Annual Meeting. The stock transfer books of the Company will remain open between the Record Date and the date of the 2025 Annual Meeting. On the Record Date, the Company had 2,784,458 outstanding shares of its Class A common stock, par value $0.0001 per share, held of record by 99 holders.

QUORUM AND VOTING

The presence at the 2025 Annual Meeting, in person online or by proxy, of the holders of a majority of the shares of our Class A common stock, $0.0001 par value (“Common Stock”) outstanding is necessary to constitute a quorum. Pursuant to our Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), we are authorized to issue 130,000,000 shares of our Common Stock and 1,250,000 shares of preferred stock, $0.0001 par value, of which 111 shares were issued and outstanding as of the date hereof. Only holders of our Common Stock are entitled to one vote on each matter to be voted on at the 2025 Annual Meeting, including the Election of Directors Proposal, for each share of Common Stock held. All votes will be tabulated by the inspector of election appointed for the 2025 Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions, and broker non-votes. Abstentions and broker non-votes are counted as present for purposes of determining the presence or absence of a quorum for the transaction of business.

A director nominee will be elected if a plurality of the votes cast at the 2025 Annual Meeting are “FOR” a director’s election. “Plurality” means that individuals who receive the highest number of votes cast are elected, up to the maximum number of directors to be elected at the 2025 Annual Meeting. All other matters to be voted on at the 2025 Annual Meeting require the affirmative vote of a majority of the votes cast virtually or by proxy at the 2025 Annual Meeting.

The Board of Directors recommends a vote “FOR” the two nominees in Proposal 1, “FOR” Proposal 2 and Proposal 3, and “AGAINST” Proposal 4.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS

Below are instructions on how to vote, as well as information on your rights as a stockholder as they relate to voting. Some of the instructions vary depending on how your stock is held. It’s important to follow the instructions that apply to your situation.

Why am I receiving these materials?

The Company has made these Proxy Materials available to you on the Internet, or, upon your request, has delivered printed versions of these materials by mail, in connection with the Company’s solicitation of proxies for use at the 2025 Annual Meeting and at any postponement(s) or adjournment(s) thereof. It is anticipated that on or about May 28, 2025 we will commence mailing to our stockholders (other than those who previously requested electronic or paper delivery) a Notice containing instructions on how to access our Proxy Materials over the Internet and how to submit your proxy via the Internet. The Notice also contains instructions on how to request a paper copy of the Proxy Materials. This Proxy Statement gives you information on how to vote your proxy and the proposals to be presented at the 2025 Annual Meeting so that you can make an informed decision.

What is included in these materials?

These materials (the “Proxy Materials”) include:

●	This Proxy Statement for the 2025 Annual Meeting; and

●	The 2024 Annual Report.

If you requested printed versions of these Proxy Materials by mail, these materials also include the proxy card or voting instruction form for the 2025 Annual Meeting.

How can I get access to the Proxy Materials?

We are pleased to take advantage of SEC rules that allow us to furnish our Proxy Materials over the Internet. As a result, we are mailing to our stockholders the Notice instead of a paper copy of the Proxy Materials. The Notice contains instructions on how to access those documents over the Internet and how to submit your proxy via the Internet. The Notice also contains instructions on how to request a paper copy of the Proxy Materials. All stockholders who do not receive the Notice will receive a paper copy of the Proxy Materials by mail or an electronic copy of the Proxy Materials by e-mail. This process allows us to provide our stockholders with the information they need in a more timely manner, while reducing the environmental impact and lowering the costs of printing and distributing the Proxy Materials. This Proxy Statement and the 2024 Annual Report are available at www.proxyvote.com.

How do I participate in the 2025 Annual Meeting?

This year’s 2025 Annual Meeting will be accessible through the Internet. We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully and equally, and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location. You are entitled to participate in the 2025 Annual Meeting if you were a stockholder as of the close of business on the Record Date or hold a valid proxy for the meeting.

On the day of the 2025 Annual Meeting, stockholders may begin to log in to the virtual-only meeting 15 minutes prior to the meeting at www.virtualshareholdermeeting.com/SFHS2025. The 2025 Annual Meeting will begin promptly at 10:30 a.m., Mountain Daylight Time. If you encounter any difficulties accessing the webcast during check-in or the meeting, please e-mail Michael Regan at michael.regan@shfinancial.org or call Mr. Regan at 720-826-6282.

Our virtual 2025 Annual Meeting will allow stockholders to submit questions before and during the 2025 Annual Meeting. During a designated question and answer period at the 2025 Annual, we will respond to appropriate questions submitted by stockholders.

Who is entitled to vote at the 2025 Annual Meeting?

Our Board of Directors has set the close of business on the Record Date, May 12, 2025, as the date for determining those stockholders entitled to notice of, and to vote on, all matters that may properly come before the 2025 Annual Meeting. As of the Record Date, the Company had 2,784,458 outstanding shares of Common Stock entitled to notice of, and to vote at, the 2025 Annual Meeting. No other securities are entitled to vote at the 2025 Annual Meeting. Only stockholders of record on such date are entitled to notice of, and to vote at, the 2025 Annual Meeting.

What are the voting rights of stockholders?

Each stockholder 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 Date on all matters to come before the 2025 Annual Meeting. Although each holder of Common Stock is entitled to cast only one vote for each matter to be voted on at the 2025 Annual Meeting, each stockholder may cast that vote for each of the two different Class I nominees because there are currently two Class I seats open on our Board of Directors. That is, each stockholder may vote for, or withhold their vote from, any of the two Class I nominees. Stockholders may not cast more than one vote for any one Class I nominee and may not cumulate their votes, as stockholders do not have cumulative voting rights in the election of directors under our Certificate of Incorporation.

How many votes must be present to hold the 2025 Annual Meeting?

To conduct business at the 2025 Annual Meeting, a quorum must be present. The attendance, virtually or by proxy, of holders of shares of outstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of Common Stock of the Company entitled to vote at the 2025 Annual Meeting is necessary to constitute a quorum. Abstentions and broker non-votes are counted as present for purposes of determining the presence or absence of a quorum for the transaction of business.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

If your shares are registered directly in your name through Continental Stock Transfer and Trust Company, the Company’s transfer agent, you are considered a “stockholder of record.” If your shares are held in a brokerage account or bank, you are considered a “street name” holder.

How do I vote if shares are registered in my name as a stockholder of record?

By Mail: Sign, date and return the enclosed proxy card in the postage paid envelope provided. The proxy card or voting instructions must be delivered in accordance with its instructions prior to 4:00 p.m., Mountain Daylight Time, on July 7, 2025.

By Phone 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 QR code on your proxy card and follow the simple instructions provided. Your vote must be received by 11:59, Mountain Daylight Time, on July 7, 2025 to be counted.

By Virtually Attending the 2025 Annual Meeting on the Internet: Please follow the instructions in the “How do I participate in the 2025 Annual Meeting?” section of this Proxy Statement.

The Internet voting procedure is designed to allow you to vote your shares and to confirm that your instructions have been properly recorded consistent with applicable law. Please see your proxy card for specific instructions. Stockholders who wish to vote over the Internet should be aware that there may be costs associated with electronic access, such as usage charges from Internet access providers, and that there may be some risk a stockholder’s vote might not be properly recorded or counted because of an unanticipated electronic malfunction.

If you vote by proxy, your vote must be received by 11:59 p.m., Mountain Daylight Time, on July 7, 2025 to be counted.

How can I vote if my shares are held in a stock brokerage account, or by a bank or other nominee?

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name,” and your broker or nominee is considered the “stockholder of record” with respect to those shares. Your broker or nominee should be forwarding these Proxy Materials to you. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote, and you are also invited to participate in the 2025 Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares in person online unless you obtain a legal proxy from your brokerage firm or bank. If a broker, bank or other nominee holds your shares, you will receive instructions from them that you must follow in order to have your shares voted.

Will my shares be voted if I do not provide instructions to my broker or nominee?

Brokers, banks or other nominees who hold shares of our Common Stock for a beneficial owner in “street name” have the discretion to vote on “routine” proposals and matters when they have not received voting instructions from the beneficial owner prior to the 2025 Annual Meeting but not on “non-routine” proposals and matters. A broker non-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Proposal 2 regarding the ratification of the Company’s appointment of MGO as our independent registered public accounting firm for the fiscal year ending December 31, 2025 is considered a routine proposal. Proposal 1, the Election of Directors Proposal, Proposal 3, the Equity Incentive Plan Amendment Proposal, and Proposal 4, the Shareholder Proposal, are considered non-routine. Therefore, your broker has the discretion to vote your shares on Proposal 2 but does not have discretion to vote your shares on Proposal 1, Proposal 3 or Proposal 4.

We encourage you to provide instructions to your bank or brokerage firm by voting your proxy. This action ensures your shares will be voted at the 2025 Annual Meeting in accordance with your wishes. If you do not provide instructions to your bank or brokerage firm, your shares will not be voted, except on Proposal 2.

What vote is required and how will abstentions and broker non-votes effect the proposals?

Our bylaws (the “Bylaws”) require that directors be elected by a plurality of the votes cast at any meeting of stockholders. A 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 to the Board of Directors. The Ratification of Auditors Proposal, the Equity Incentive Plan Amendment Proposal, and the Shareholder Proposal will each be ratified if votes representing a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon vote in favor of the proposal.

Shares not present at the 2025 Annual Meeting and shares voted “WITHHOLD” will have no effect on the election of directors. For the Ratification of Accountants Proposal, the Equity Incentive Plan Amendment Proposal, and the Shareholder Proposal, abstentions will have the same effect as an “AGAINST” vote while broker non-votes will not be counted as votes cast and, accordingly, will not have an effect on such matters.

How does the Board of Directors recommend that I vote?

Our Board of Directors unanimously recommends that you vote as follows:

	Proposal	Board Recommendation	For More Information, See Page

(1)	Election of Directors Proposal	FOR EACH OF THE NOMINEES		7

(2)	Ratification of Accountants Proposal	FOR		26

(3)	Equity Incentive Plan Amendment Proposal	FOR		28

(4)	Shareholder Proposal	AGAINST		34

We will also consider other business, if any, that is properly presented at the 2025 Annual Meeting. At the time of mailing of this Proxy Statement, however, we are not aware of any matters to be presented at the 2025 Annual Meeting other than those described in this Proxy Statement.

What is the proxy card?

The proxy card enables you to appoint Terrance E. Mendez and Francis A. Braun III as your representatives at the 2025 Annual Meeting. By completing and returning the proxy card, you are authorizing these persons to vote your shares at the 2025 Annual Meeting in accordance with your instructions on the proxy card. This way your shares will be voted whether or not you attend the 2025 Annual Meeting.

Even if you plan to virtually attend the 202 Annual Meeting, it is strongly recommended you complete and return your proxy card before the 2025 Annual Meeting date just in case your plans change. If a proposal comes up for vote at the 2025 Annual Meeting that is not on the proxy card, the proxy will vote your shares, under your proxy, according to their best judgment to the extent permissible by applicable law.

Can I revoke my proxy or change my vote after I have voted?

If your shares are registered in your name, you may revoke your proxy at any time before it is exercised. There are several ways you can do this:

●	By delivering a written notice of revocation to the Secretary of the Company;

●	By executing and delivering another proxy that bears a later date;

●	By voting over the Internet at a later time; or

●	By voting in person at the 2025 Annual Meeting on the Internet.

If your shares are held in street name, you must contact your broker to revoke your proxy.

How are votes counted?

In tallying the results of the voting, the Company will count all properly executed and unrevoked proxies that have been received in time for the 2025 Annual Meeting. To hold a meeting of stockholders, a quorum of the shares (which is a majority of the shares outstanding and entitled to vote) is required to be represented either in person online or by proxy at the 2025 Annual Meeting. Abstentions and broker non-votes will be counted in determining whether a quorum was present for the 2025 Annual Meeting.

How will my shares be voted if I sign and return my proxy card with no votes marked?

If you sign and return your proxy card with no votes marked, the proxy holders will vote your shares in accordance with the recommendations of the Board of Directors for each of the proposals described in this Proxy Statement and in accordance with their best judgment on all other matters that may properly come before the 2025 Annual Meeting.

How will my shares be voted if I mark “Abstain” on my proxy card?

We will count a properly executed proxy card marked “Abstain” as present for purposes of determining whether a quorum is present, but abstentions will not be counted as votes cast for or against any given matter.

What does it mean if I receive more than one proxy card or voting instruction form?

If you 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 voted, please vote using each proxy card you receive. Remember, you may vote virtually in person at the 2025 Annual Meeting or by signing, dating and returning the proxy card in the postage-paid envelope provided.

Who will solicit proxies on behalf of the Board of Directors?

Proxies may be solicited on behalf of the Board of Directors by our directors, officers and regular employees, who will not receive any additional compensation for solicitation activities. The solicitation of proxies may be supplemented by telephone, facsimile, electronic mail, and personal solicitation by our directors, officers or other regular employees. You may also be solicited by press releases issued by us, additional mailings and postings on our corporate website.

Who will bear the cost of the solicitation of proxies?

The entire cost of soliciting proxies, including the costs of preparing, assembling, printing, mailing and distributing this Proxy Statement, the proxy card and any additional soliciting materials furnished to stockholders will be borne by us. The solicitation materials will be made available or furnished to banks, brokerage houses, dealers, banks, voting trustees, their respective nominees and other agents holding shares in their names that are beneficially owned by others, so that they may provide access to or forward such solicitation materials to beneficial owners. In addition, we will reimburse these persons for their reasonable expenses in providing access to or forwarding these materials to the beneficial owners upon request. No additional compensation will be paid to our directors, officers or other employees who engage in the solicitation of proxies.

Can the 2025 Annual Meeting date be changed?

The 2025 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) if such adjournment is approved by the holders of a majority of the votes cast by the stockholders present in person or represented by proxy at the 2025 Annual Meeting and entitled to vote thereon. If adjourned, adjournment would be announced at the 2025 Annual Meeting. If we postpone the 2025 Annual Meeting, we will announce the new date, time and location of the 2025 Annual Meeting by press release prior to the rescheduled 2025 Annual Meeting date. The Company could adjourn or postpone the 2025 Annual Meeting for the purpose of, among other things, allowing additional time to solicit proxies.

Where and when will I be able to find the voting results?

The preliminary voting results will be announced at the 2025 Annual Meeting. The final voting results will be reported in a Current Report on Form 8-K, which we expect to file with the SEC within four business days after the 2025 Annual Meeting. If final voting results are not available within four business days after the 2025 Annual Meeting, we intend to file a Current Report on Form 8-K reporting the preliminary voting results within that period, and subsequently report the final voting results in an amendment to the Current Report on Form 8-K within four business days after the final voting results are known to us.

Who can answer my questions?

Your vote at the 2025 Annual Meeting is important, no matter how many or how few shares you own. Please sign and date your enclosed proxy card and return it in the enclosed postage-paid envelope promptly. If you have questions or require assistance in the voting of your shares, please email Michael Regan at michael.regan@shfinancail.org or call 720-826-6282.

How can I obtain additional copies of these materials or copies of other documents?

Complete copies of our Proxy Statement and our Annual Report are available on our website at https://ir.shfinancial.org/ and also may be obtained by emailing Michael Regan at michael.regan@shfinancial.org by calling Mr. Regan at 720-826-6282, or by mail sent to Mr. Regan at our principal executive office, 1526 Cole Blvd., Suite 250, Golden, Colorado 80401.

PROPOSAL 1:

ELECTION OF CLASS I DIRECTORS

The Board of Directors currently consists of seven members, including two vacancies, and is divided into three classes with each class of directors serving a staggered three-year term. The terms of our Class I directors, Francis A. Braun III and Jonathan Summers expire in 2025; the terms of our Class II directors, Richard Carleton and Jonathon F. Niehaus expire in 2026; and the term of our current Class III director, Sundie Seefried expires in 2027. There is one vacancy in Class II and one vacancy in Class III. Mr. Summers previously informed the Company of his decision to not stand for re-election at the 2025 Annual Meeting.

Nominees for Election to the Board of Directors

Our Board of Directors has nominated Francis A. Braun III and Terrance E. Mendez for election at the 2025 Annual Meeting as Class I directors to serve until the 2028 annual meeting of stockholders and until his successor has been duly elected and qualified or his earlier resignation, removal, retirement, disqualification or death. Each nominee has consented to serve if elected.

Unless authority to vote for the election of the nominees is withheld by marking the proxy card to that effect, the persons named as proxies on the enclosed proxy card will, upon receipt of a properly executed proxy card, vote to elect the nominees for the terms described above. The 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 will be voted for the election of such substitute or substitutes as the Board of Directors may designate.

Background Information on Nominees

Terrance E. Mendez. Mr. Mendez currently serves as the Chief Executive Officer for the Company, a position he has held since February 2025 after initially being appointed Co-Chief Executive Officer in January 2025. Before these roles, Mr. Mendez served as the Chief Executive Officer of Amos Advisory Solutions (“AMOS”) from August 2016 to February 2025, a management and outsource consulting firm through which he has held executive leadership roles in several cannabis and cannabis-related business. In connection with his employment with AMOS, Mr. Mendez served from November 2023 to May 2025 as the Chief Financial Officer of 42 Degrees, a cannabis extractor and distributor. From February 2022 to February 2024 as the Chief Executive Officer of Devi Holdings, a vertically integrated multi-state cannabis operator. From December 2019 to April 2021 as the Chief Executive Officer, of Dalwhinnie Enterprises, a single state vertical integrated cannabis operator. Mr. Mendez was employed from July 2017 to August 2019, as the Vice President of Finance and Chief Accounting Officer by Hitachi Vantara, a subsidiary of Hitachi, Ltd. (OTCMKTS:HTHIY), a technology conglomerate. From March 2014 to November 2016, Mr. Mendez served as Vice President and Chief Audit Executive by Arrow Electronics Inc. (NYSE:ARW), an electronics components manufacturer. From September 2011 to March 2014, Mr. Mendez was employed as Vice President of FP&A and was a Segment Financial Controller by Broadridge Financial Solutions Inc. (NYSE:BR). Mr. Mendez spent 14 years in public accounting with Arthur Andersen & Co. and Deloitte Touche LLC. Mr. Mendez is a Certified Public Accountant in the States of New York, New Jersey and Colorado and a Charted Global Management Accountant. He holds a Bachelor of Science in Economics from the University of Pennsylvania’s Wharton School of Business. Mr. Mendez’s accounting expertise is a strong asset to the Board of Directors, and he also has extensive management and industry experience.

Francis A. Braun III. Mr. Braun was appointed to the Board of Directors in May 2025. He has served as a consultant to Kohlberg Kravis Roberts & Co. L.P. since July 2024, a senior advisor to Stout since April 2024, and as a member of CrossCountry Consulting’s advisory counsel since February 2024. Mr. Braun has also served as a director of Crown Bank in New Jersey since October 2024 and is the interim chairman of the bank’s audit committee. From December 2016 to July 2023, Mr. Braun served as a Partner at Grant Thornton LLP. Mr. Braun is considered a financial expert under the Sarbanes-Oxley rules and has 40 years of diversified experience serving public and private companies during his time in public accounting with Arthur Andersen LLP, Deloitte & Touche LLP and Grant Thornton LLP. He holds a Bachelor of Science in Commerce, Accounting from Rider University. Mr. Braun was identified as a candidate for our Board of Directors by Mr. Mendez, who was introduced to Mr. Braun during their respective tenures at Arthur Andersen LLP and Deloitte & Touche LLP. The Nominating and Corporate Governance assessed Mr. Braun’s background and prior experiences and recommended to the Board of Directors that Mr. Braun be appointed to the Board of Directors. Mr. Braun has decades of finance and accounting experience in the management of global, complex businesses.

Mr. Braun is considered “independent” under Nasdaq (as defined below) listing standards and under Rule 10-A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Mendez, as Chief Executive Officer of the Company, would not be considered “independent.”

Vote Required and Recommendation

The nominees for election to the Board of Directors are elected by a plurality of the votes cast at the 2025 Annual Meeting. A 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 to the Board of Directors. Stockholders are not permitted to vote against a candidate. Votes to “WITHHOLD” authority, abstentions, and broker non-votes with respect to that director’s election do not impact the plurality vote, although such votes will be counted for purposes of determining whether a quorum is present. Therefore, there is no set number of votes that must be obtained to elect the nominees and a single vote for a candidate will result in his election. Stockholders do not have the right to cumulate their votes for directors.

The Board of Directors unanimously recommends you vote FOR each of the two nominees for director set forth in this Election of Directors Proposal.

MANAGEMENT AND CORPORATE GOVERNANCE

Management and Board of Directors

As of the date hereof, our directors and executive officers are as follows:

Name	Age	Class of Director	Position
Terrance E. Mendez	50	—	Chief Executive Officer
James H. Dennedy⁽¹⁾	59	—	Chief Financial Officer
Donnie Emmi⁽²⁾	45	—	Chief Legal Officer
Jonathan Summers⁽³⁾	53	Class I	Independent Director
Sundie Seefried	63	Class III	Director
Jonathon F. Niehaus	69	Class II	Independent Director
Richard Carleton	65	Class II	Independent Director
Francis A. Braun III	64	Class I	Independent Director

	(1)	On April 28, 2025, Mr. Dennedy informed the Company that he intends to resign from his role at the Company, to be effective June 6, 2025.
	(2)	On May 22, 2025, Mr. Emmi informed the Company that he intends to resign from his role at the Company, to be effective June 6, 2025.
	(3)	On May 15, 2025, Mr. Summers informed the Company of his decision not to stand for re-election at the 2025 Annual Meeting. As a result, Mr. Summers’ term as an independent director will end at the 2025 Annual Meeting.

Information about Executive Officers and Directors

Messrs. Mendez and Braun’s biographical information is set forth above in the “Background Information on Nominees” section. Certain information about the other executive officers and directors of the Company is provided below:

Executive Officers Who are Not Directors

James H. Dennedy. Mr. Dennedy currently serves as Chief Financial Officer for the Company, a position he has held since October 2022. Before this role, Mr. Dennedy most recently served in various positions for urban-gro, Inc. a Nasdaq-listed engineering design and services company focused on the commercial horticulture market, including as President and Chief Operating Officer from February 2021 to August 2022, and a board member from August 2018 to August 2022. Prior to that, from April 2018 to August 2019, he served as Chief Financial Officer of Interurban Capital Group, a privately held provider of site development, lease management, branding, licensing and other consulting services, acquired in March 2020 by Harvest Health & Recreation Inc. From January 2017 to April 2018, he acted as an entrepreneur and private investor; from May 2011 to January 2017 served as President, Chief Executive Officer, and a board member of Nasdaq-listed hospitality software company, Agilysys Inc.; and from April 2008 to May 2011, served as Chief Investment Officer of Arcadia Capital Advisors, a privately held capital management company. Mr. Dennedy earned his B.S. in Economics from the United States Air Force Academy, an MBA from The Ohio State University, and an M.A. in Economics from the University of Colorado, Boulder, Colorado.

Donnie Emmi. Mr. Emmi currently serves as Chief Legal Officer and Board Secretary for the Company, a position he has held since September 2022. Before this role, Mr. Emmi was Managing Partner of Hunsaker | Emmi, P.C., a position he held since December 2004. Mr. Emmi was a partner of Hoban Law Group, P.C. from September 2019 until July 2021 when it was merged with Clark Hill, PLC. Following the merger, Mr. Emmi continues to serve in an of counsel capacity to Clark Hill, PLC. Mr. Emmi previously served as an officer and director of Test Kitchen, Inc., a product developer, from December 2020 until April 2021; and as a director of Pure Harvest Corporate Group, Inc. from December 2020 until December 2021. Mr. Emmi is also the former Chair of the National Cannabis Industry Association Banking and Financial Services Committee 2020 (Vice Chair 2019). Mr. Emmi received his undergraduate degree from East Stroudsburg University of Pennsylvania and his Juris Doctor from the University of Denver Sturm College of Law. Prior to practicing law, Mr. Emmi was a licensed Series 7 and 63 securities dealer and served in the United States Air Force from 1999 until 2007.

Directors

Jonathan Summers. Mr. Summers currently serves as a member of the Board of Directors, a position he has held since the Company’s inception, and is head of the Audit Committee. Mr. Summers is the Head of Asset Management for ADGM, the fast-growing and award-winning Financial Freezone in Abu Dhabi, the UAE. Mr. Summers also serves as the chairman of Alicorn Venture Partners, a London-based Secondary-focused venture capital fund, since official inception in December 2022. Previously he was the chairman of Deepself Ltd, a healthtec company employing artificial intelligence since January 2022. Prior to that Mr. Summers served as the chairman of EXMceuticals Inc., a Canadian-listed medical cannabis company since May 2019. Mr. Summers also served as a director of Pathfinder Minerals Plc, a mineral exploration company, since March 2021, and was a member of the Audit Committee thereof. He also served on the advisory board for Mocha Holdings LLC, a data privacy company, from September 2020 to March 2022. From May 1996 until May 2011, Mr. Summers served in various roles at Goldman Sachs, most recently serving as a Managing Director. Mr. Summers served as the Founding Partner and the Head of Business Development for Everett Capital Advisors, a $700.0 million London-based investment fund from October 2015 to October 2019, and served as the Founding Principal and Head of Business Development for Myriad Asset Management, a $5.0 billion Hong Kong-based multi-strategy asset management firm, from September 2011 to December 2014. Mr. Summers holds a Master in Modern History (1st class) from Oxford University. With his background in both banking and the cannabis industry, Mr. Summers brings financial expertise and industry insights to the Board of Directors.

Sundie Seefried. Ms. Seefried served as the Chief Executive Officer of the Company from July 2021 until February 2025 and currently serves as a member of the Board of Directors, a position she has held since April 2024. Ms. Seefried originally created and implemented the cannabis banking program that led the Company to separate from Partner Colorado Credit Union (“PCCU”) as a stand-alone company. Her expertise with financial regulations provides support to the present operations of the Company and also contributes to the strategic position of the Company as it manages its growth. Prior to joining the Company, Ms. Seefried served as the Chief Executive Officer of PCCU from 2001 until June 2021. While CEO, she established the Partner Colorado Foundation for community outreach programs, which is now in its 10th year of service and has granted nearly $900,000 scholarships and community grants in total. Her consistent dedication to her community and their needs demonstrates a hands-on approach and awareness to continue to support the future strategic direction of the Company. She also established and led as the Chief Executive Officer and/or board member of Eagle Legacy Services, LLC from January 2017 until March 2021. Ms. Seefried previously served as a board member of the Colorado Division of Financial Services from 2019 until 2021, and as a board member of the Credit Union Association from 2007 until 2015. Ms. Seefried received her Bachelor of Science in Business Management from the University of Maryland and her Master of Business Administration in Finance from Regis University, Colorado.

Jonathon F. Niehaus. On September 28, 2022, Mr. Niehaus was appointed as a member of the Board of Directors in connection with the closing of the initial business combination. Mr. Niehaus currently serves as the Managing Partner of Interactive Global Solutions, a global consulting company, 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 Safe Harbor Financial (“SHF Predecessor”) from February 2022 until September 2022. From 2003 until 2011, Mr. Niehaus served as a Global SVP for First Data Corporation and the Western Union Company. In this capacity, Mr. Niehaus was responsible international government relations and public affairs. In addition, he spearheaded outreach to US attorneys general in matters relating to compliance and anti-money laundering activities. Mr. Niehaus was thereafter appointed to be a senior advisor to the Alliance Partnership, an international rule of law initiative run by the Attorney General Alliance. Mr. Niehaus is an active board member, serving as the chair of the Farnsworth Group, a multi-state architecture and engineering firm and chair of the Make A Difference Foundation which focusses on green energy initiatives internationally. He has also served as advisor to other private companies as well as serving 10 years on the board of the Colorado Great Outdoors Trust Fund. Mr. Niehaus received his Bachelor of Science in Journalism Communications from the University of Iowa. Mr. Niehaus’ background enables him to share his expertise in legal, regulatory, and compliance matters with the Board of Directors.

Richard Carleton. On September 28, 2022, Mr. Carleton was appointed as a member of the Board of Directors in connection with the closing of our initial business combination. Mr. Carleton currently serves as the Chief Executive Officer and Board Member of the Canadian Securities Exchange, a position he has held since July 2011. Mr. Carleton also currently serves as Chair of Tetra Trust, a licensed trust company that provides secure custody for digital assets in Canada, having joined the board in June 2021, and also serves as a director of Blue Ocean ATS, a U.S. registered alternative trading system, a position he has held since April 2021. Mr. Carleton brings to the Board of Directors his experience as a senior executive in the North American capital markets industry for more than 35 years as a trusted legal, financial and business advisor. An early advocate for the cannabis industry in the public markets, Mr. Carleton is a recognized thought leader on the development of the industry in Canada, the United States and beyond. Mr. Carleton received his Bachelor of Arts in History from the University of Ottawa (1981) and his LLB from the University of Toronto (1985). He has also completed the Executive Development Program at the Wharton School, University of Pennsylvania.

Involvement in Certain Legal Proceedings

To our knowledge, none of our current directors or executive officers has, during the past ten years:

●	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

●	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

●	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

●	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

●	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

●	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (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 Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in “Related Party Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

On October 17, 2024, the Company caused a Complaint to be filed in the District Court for the City and County of Denver, Colorado, captioned SHF Holdings, Inc. v. Daniel Roda, Gregory W. Ellis, and James R. Carroll, Case No. 2024CV33187 (Denver County District Court). On November 21, 2024, in connection with the Company’s request, the Company caused $3,000,000 to be deposited into the Denver County District Court’s registry so that it can be distributed in accordance with the terms of a certain Agreement and Plan of Merger. On December 19, 2024, Daniel Roda, Gregory W. Ellis, and James R. Carroll caused an answer and counterclaim to be filed in response to the Company Complaint.

Except as set forth above, we are not currently a party to any legal proceedings, the adverse outcome of which, individually or in the aggregate, we believe will have a material adverse effect on our business, financial condition or operating results.

Board of Directors

Our Board of Directors directs our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors and its standing committees.

In accordance with our Certificate of Incorporation, our Board of Directors consists of three classes of directors, with the first class consisting of two directors with a term that, after the nominees are elected at the 2025 Annual Meeting, will expire at the annual meeting of stockholders held in 2028; the second class consisting of three directors with a term that expires at the annual meeting of stockholders held in 2026; and the third class consisting of two directors with a term that will expire at the annual meeting of stockholders held in 2027. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election.

During the fiscal year ended December 31, 2024, exclusive of committee meetings, our Board of Directors held 5 meetings and took 11 actions by unanimous written consent. In 2024, each person serving as director attended at least 75% of the total number of meetings of our Board of Directors and any committee of the Board of Directors on which he or she served.

Our directors are expected to attend the 2025 Annual Meeting. All of our directors then serving attended the 2024 annual meeting of stockholders.

Family Relationships

There are no family relationships among any of our executive officers, directors or persons nominated to serve as a director.

Corporate Governance Overview

We are committed to having sound corporate governance principles, which are essential to running our business efficiently and maintaining our integrity in the marketplace. We understand that corporate governance practices change and evolve over time, and we seek to adopt and use practices that we believe will be of value to our stockholders and will positively aid in the governance of the Company. To that end, we regularly review our corporate governance policies and practices and compare them to the practices of other peer institutions and public companies. We will continue to monitor emerging developments in corporate governance and enhance our policies and procedures when required or when our Board of Directors determines that it would benefit our Company and our stockholders.

In this section, we describe the roles and responsibilities of our Board of Directors and its committees and describe our corporate governance policies, procedures and related documents. The charters of the Audit, Nominating and Corporate Governance, and Compensation Committees of our Board of Directors, and Code of Ethics can be accessed electronically by clicking the “Investor Relations” page on our website, www.shfinancial.org, and selecting “Governance” under the “Company Information” tab. We will also provide a copy of the committee charters, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics without charge upon written request sent to Michael Regan in writing at 1526 Cole Blvd., Suite 250, Golden, Colorado 80401 or by telephone at 720-826-6282.

Board Composition and Leadership Structure

Jonathon F. Niehaus, a Class II director, serves as the chair of the Company’s Board of Directors and lead independent director. Mr. Niehaus, in his capacity as lead independent director, helps to ensure that the Board of Directors provides effective independent oversight of management.

Our Board of Directors has determined that our leadership structure is appropriate for the Company and our stockholders as it helps to ensure that the Board of Directors and management act with a common purpose and provides a single, clear chain of command to execute our strategic initiatives and business plans.

Director Independence

Applicable rules of Nasdaq require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent, and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act. The Nasdaq independence definition includes a series of objective tests, such as 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 or her family members has engaged in various types of business dealings with us and that the director is not associated with the holders of more than five percent of our Common Stock. In addition, under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Board of Directors has undertaken a review of the independence of each director. Based on information provided by each director concerning their background, employment and affiliations, our Board of Directors has determined that four of our five current directors do not have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the listing standards of Nasdaq. In making such determination, our Board of Directors considered the relationships that each such non-employee director has with us and all other facts and circumstances that our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

Each of Mr. Carleton, Mr. Niehaus, Mr. Braun, and Mr. Summers would be considered “independent” members of our Board of Directors as “independence” is defined in Nasdaq Marketplace Rule 5605(a)(2).

Board’s Role in Risk Oversight and Management

Our Board of Directors has responsibility for the oversight of the Company’s risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from committees and members of senior management to enable our Board of Directors to understand the Company’s risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The Audit Committee reviews information regarding liquidity and operations and oversees our management of financial risks. Periodically, the Audit Committee reviews our policies with respect to risk assessment, risk management, loss prevention and regulatory compliance. Oversight by the Audit Committee includes direct communication with our external auditors, and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor or control such exposures. The Compensation Committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board of Directors, corporate disclosure practices, and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by our Board of Directors as a whole.

Committees of the Board of Directors

The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. While the Audit Committee has primary responsibility for risk oversight, both the Audit Committee and the entire Board of Directors are actively involved in risk oversight on behalf of the Company and both receive reports on the Company’s risk management activities from the Company’s executive management team on a regular basis. The members of both the Audit Committee and the Board of Directors also engage in periodic discussions with the Company’s Chief Executive Officer, Chief Financial Officer, and other senior officers as they deem appropriate to ensure that risk is being properly managed at the Company. In addition, it is expected that each committee of the Board of Directors will consider risks associated with its respective area of responsibility.

From time to time, the Board of Directors forms special committees as circumstances arise where the Board of Directors believes that such a committee is called for.

Audit Committee

The Audit Committee currently consists of Mr. Summers, Mr. Niehaus, and Mr. Carleton. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the Audit Committee, all of whom must be independent. Mr. Summers, Mr. Niehaus, and Mr. Carleton each meet the independent director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) of the Exchange Act, and Mr. Summers serves as chairperson of the Audit Committee. Our Board of Directors has determined that Mr. Summers qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including:

●	the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;

●	pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

●	setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

●	setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

●	obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues, and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

●	reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

●	reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

The Audit Committee has also established a procedure whereby complaints or concerns regarding accounting, internal controls or auditing matters may be submitted anonymously to the Audit Committee by email.

The Audit Committee held 7 meetings and took 1 action by unanimous written consent during the year ended December 31, 2024.

Compensation Committee

Messrs. Carleton, Niehaus, and Summers currently serve as members of the Compensation Committee. Under Nasdaq listing standards, the Compensation Committee must consist of all independent members. Mr. Carleton, Mr. Niehaus, and Mr. Summers meet the independent director standard under Nasdaq listing standards, and Mr. Carleton serves as chairperson of the Compensation Committee.

The Compensation Committee acts on behalf of and in conjunction with the Board of Directors to establish or recommend the compensation of executive officers of the Company and to provide oversight of the Company’s overall compensation programs and philosophy.

We have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:

●	reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

●	reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

●	reviewing on an annual basis our executive compensation policies and plans;

●	implementing and administering our incentive compensation equity-based remuneration plans;

●	assisting management in complying with our proxy statement and annual report disclosure requirements;

●	approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

●	if required, producing a report on executive compensation to be included in our annual proxy statement; and

●	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

The Compensation Committee held 8 meetings and took 2 actions by unanimous written consent during the year ended December 31, 2023.

During 2023, there was no interlocking relationship between the Board of Directors or the Compensation Committee and the board of directors or compensation committee of any other company.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee currently consists of Messrs. Summers, Niehaus, Carleton, and Braun. Under Nasdaq listing standards, the Nominating and Corporate Governance Committee must consist of all independent members. Messrs. Summers, Niehaus, Carleton, and Braun meet the independent director standard under Nasdaq listing standards, and Mr. Braun serves as chairperson of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee is responsible for evaluating the composition, size and governance of the Board of Directors and its committees and making recommendations regarding future planning and the appointment of directors to the committees, establishing a policy for considering stockholder nominees to the Board of Directors, reviewing the corporate governance principles and making recommendations to the Board of Directors regarding possible changes; and reviewing and monitoring compliance with the Company’s Code of Ethics.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Stockholders wishing 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 more than five hundred words) biographical description of such potential nominee to the Nominating and Corporate Governance Committee at the following address: Nominating and Corporate Governance Committee of the Board of Directors, c/o SHF Holdings, Inc., 1526 Cole Blvd., Suite 250, Golden, Colorado 80401. The Nominating and Corporate Governance Committee need not engage in an evaluation process unless (i) there is a vacancy on the Board, (ii) a director is not standing for re-election, or (iii) the Nominating and Corporate Governance Committee does not intend to recommend the nomination of a sitting director for re-election. A potential director nominee recommended by a stockholder will not be evaluated differently from any other potential nominee.

The Nominating and Corporate Governance Committee held 3 meetings and did not take any actions by unanimous written consent during the year ended December 31, 2023.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, executive officers and employees that complies with the rules and regulations of Nasdaq. The Code of Ethics codifies the business and ethical principles that govern all aspects of our business. We have previously filed a copy of our form Code of Ethics as Exhibit 14 to our registration statement on Form S-1 in connection with our IPO, filed on June 1, 2021. You may review this document by accessing our public filings at the SEC’s web site at www.sec.gov or on our website at https://ir.shfinancial.org/corporate-governance/. In addition, a copy of the Code of Ethics will be provided without charge upon request to Michael Regan in writing at 1526 Cole Blvd., Suite 250, Golden, Colorado 80401 or by telephone at 720-826-6282. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Hedging Policy

In connection with Company’s Insider Trading Policy, “Covered Persons,” which includes all officers, directors, and employees of the Company, including any such person’s spouse, other persons living in such person’s household and minor children and entities over which such person exercises control, are prohibited from engaging in the practice of hedging or monetization transactions or similar arrangements with respect to Company securities, without prior written consent from the Company’s Head of Investor Relations and Data Science, Michael Regan.

Insider Trading Policy

The Company’s Insider Trading Policy governs the purchase, sale and other acquisitions and dispositions of the Company’s securities by the Company and all of its directors, officers and employees. This policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards. A copy of the Insider Trading Policy is filed as Exhibit 19 to the 2024 Annual Report.

COMPENSATION DISCUSSION AND ANALYSIS

We qualify as both a “smaller reporting company” and an “emerging growth company” under the rules promulgated by the SEC, and we have elected to comply with the disclosure requirements applicable to smaller reporting and emerging growth companies. Accordingly, this executive compensation summary is not intended to meet the “Compensation Discussion and Analysis” disclosure required of larger reporting companies.

As a smaller reporting company, we are required to disclose the executive compensation of our named executive officers, which consist of the following individuals, for the fiscal years ended December 31, 2024 and December 31, 2023, respectively: (i) any individual serving as our principal executive officer or acting in a similar capacity, during the fiscal year ended December 31, 2024; (ii) the two other most highly compensated executive officers of the Company serving as executive officers at the end of the most recently completed fiscal year; and (iii) up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer at the end of the most recently completed fiscal year.

As an emerging growth company, we are not required to provide the executive compensation Pay versus Performance disclosure described in in Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act or Item 402(v) of Regulation S-K.

Our named executive officers for the fiscal year ended December 31, 2024 were Terrance E. Mendez, our Chief Executive Officer, Sundie Seefried, our former Chief Executive Officer, Donnie Emmi, our Chief Legal Officer, and James H. Dennedy, our Chief Financial Officer.

Summary Compensation Table (“SCT”)

The following table discloses compensation paid or to be paid to our named executive officers for the fiscal years ended December 31, 2024 and December 31, 2023.

Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Stock Awards ($)⁽¹⁾		Non-Qualified Deferred Compensation ($)		All Other Compensation ($)		Total ($)

Sundie Seefried⁽²⁾		2024		316,728		46,667		32,518		0		0		395,913
Former Chief Executive Officer		2023		342,885		66,767		181,664		-		-		591,316

Donnie Emmi⁽³⁾		2024		331,508		38,000		26,459		0		0		395,967
Chief Legal Officer		2023		285,000		20,000		131,563		-		-		436,563

James H. Dennedy⁽⁴⁾		2024		334,699		38,000		26,459		0		0		399,158
Chief Financial Officer		2023		285,000		20,000		131,563		-		-		436,563

Terrance Mendez⁽⁵⁾		2024		-		-		-		-		72,827		72,827
Chief Executive Officer		2023		-		-		-		-		-		-

(1)	Amounts represent the aggregate grant date fair value of stock awards or option awards, as applicable, granted during the year measured pursuant to Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“Topic 718”), the basis for computing stock-based compensation in our financial statement.
(2)	Ms. Seefried resigned as Chief Executive Officer on February 28, 2025.
(3)	On May 22, 2025, Mr. Emmi informed the Company that he intends to resign from his role at the Company, to be effective June 6, 2025.
(4)	On April 28, 2025, Mr. Dennedy informed the Company that he intends to resign from his role at the Company, to be effective June 6, 2025.
(5)	Prior to becoming the Chief Executive Officer on January 21, 2025, and for the year 2024, all income earned by Mr. Mendez was through his engagement as an independent contractor.

Narrative Disclosure to Summary Compensation Table

Overview

The Company has developed an executive compensation program which is designed to align compensation with the Company’s business objectives and the creation of stockholder value, while enabling the Company to attract, motivate and retain individuals who contribute to the long-term success of the Company.

Decisions on the executive compensation program, as described below, are determined and/or ratified by the Board of Directors with recommendations given by the Compensation Committee.

The decisions regarding executive compensation reflect our belief that the executive compensation program must be competitive in order to attract and retain our executive officers. The Compensation Committee will seek to implement our compensation policies and philosophies by linking a significant portion of our executive officers’ cash compensation to performance objectives and by providing a portion of their compensation as long-term incentive compensation in the form of equity awards.

The compensation for our executive officers has three primary components: base salary, an annual cash incentive bonus, and long-term incentive compensation in the form of equity awards.

Base Salary

The Company’s practice has been to ensure that base salary is fair to the executive officers, competitive within the industry and reasonable in light of the Company’s cost structure. The Compensation Committee determines base salaries and manages the base salary review process, subject to existing employment agreements.

Annual Bonuses

The Company uses annual cash incentive bonuses for the executive officers to tie a portion of their compensation to financial and operational objectives achievable within the applicable fiscal year. The Company expects that, near the beginning of each year, the Compensation Committee will select the performance targets, target amounts, target award opportunities and other term and conditions of annual cash bonuses for the executive officers, subject to the terms of any employment agreement. Following the end of each year, the Compensation Committee will determine the extent to which the performance targets were achieved and the amount of the award that is payable to the executive officers.

Equity Awards

The Company uses equity awards to reward long-term performance of the executive officers. The Company believes that providing a meaningful portion of the total compensation package in the form of equity awards will align the incentives of its executive officers with the interests of its stockholders and serve to motivate and retain the individual executive officers. Equity awards are awarded under our Equity Incentive Plan, which has been adopted by the Board of Directors.

In connection with the Company’s executive compensation program, the Company has granted equity awards to its executives.

Other Compensation

The Company maintains various employee benefit plans, including medical, dental, life insurance and 401(k) plans, in which the executive officers participate.

Employment Agreements

Agreement with Sundie Seefried

On February 11, 2022, the Company entered into an executive employment agreement with Sundie Seefried which became effective September 28, 2022, pursuant to which Ms. Seefried serves as the Chief Executive Officer of the Company. The executive employment agreement provides for an annual base salary of $350,000, an initial incentive equity grant of options exercisable for 550,000 shares of the Company’s Common Stock at $6.67 per share that will vest over two years and other customary benefits. The executive employment agreement, which is 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 good reason, of one year’s base salary. Ms. Seefried resigned as co-Chief Executive Officer of the Company effective on February 28, 2025. Ms. Seefried continues to be a member of the Board.

Agreement with Terrance E. Mendez

On January 21, 2025, the Company entered into an executive employment agreement with Mr. Mendez which became effective immediately, pursuant to which Mr. Mendez serves as the Chief Executive Officer of the Company. The executive employment agreement provides for an annual base salary of $350,000, an initial incentive equity grant of options exercisable for 32,700 shares of the Company’s Common Stock at $7.79 per share that will vest over two years and other customary benefits. The executive employment agreement, which is for a two-year term, also provides for severance in the event of a termination by the Company without cause or by Mr. Mendez for good reason, of one year’s base salary.

Agreement with James H. Dennedy

On January 10, 2023, the Company entered into an executive employment agreement with James Dennedy, pursuant to which Mr. Dennedy serves as the Chief Financial Officer of the Company. The executive employment agreement provides for an annual base salary of $285,000, an initial incentive equity grant of options exercisable for 350,000 shares of the Company’s Common Stock at $6.67 per share that will vest over two years and other customary benefits. The executive employment agreement, which is for a two-year term, also provides for severance in the event of a termination by the Company without cause or by Mr. Dennedy for good reason, of one year’s base salary.

On April 2, 2024, the Company entered into an amendment to its original agreement with Mr. Dennedy to facilitate business continuity and stagger contract expirations to accommodate the Company’s public reporting schedule. The amendment to Mr. Dennedy’s executive employment extends the term of his employment to May 16, 2026. In addition, the amendment contains a provision that, effective April 1, 2024, deletes and replaces Section 4(b) of Mr. Dennedy’s original agreement such that all paid time off (“PTO”) that Mr. Dennedy accrued through March 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 at the time of termination of Mr. Dennedy’s employment with the Company for any reason. The amendment also adds a provision that Mr. Dennedy shall be entitled to receive supplemental severance in an amount equivalent to six months’ of his then-current base salary, provided that he executes a release of claims against the Company and its affiliated entities, executives, and employees (including claims related to any non-compete and non-solicit covenants), for the six month period after the termination of his employment.

Agreement with Donnie Emmi

On January 10, 2023, the Company entered into an executive employment agreement with Donnie Emmi, pursuant to which Mr. Emmi serves as the Chief Legal Officer of the Company. The executive employment agreement provides for an annual base salary of $285,000, an initial incentive equity grant of options exercisable for 350,000 shares of the Company’s Common Stock at $6.67 per share that will vest over two years and other customary benefits. The executive employment agreement, which is for a two-year term, also provides for severance in the event of a termination by the Company without cause or by Mr. Emmi for good reason, of one year’s base salary.

On April 2, 2024, the Company entered into an amendment to its original agreement with Mr. Emmi to facilitate business continuity and stagger contract expirations to accommodate the Company’s public reporting schedule. The amendment to Mr. Emmi’s executive employment agreement extends the term of his employment to August 22, 2026. In addition, the amendment contains a provision that, effective April 1, 2024, deletes and replaces Section 4(b) of Mr. Emmi’s original agreement such that all PTO that Mr. Emmi accrued through March 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 at the time of termination of Mr. Emmi’s employment with the Company for any reason. The amendment also adds a provision that Mr. Emmi shall be entitled to receive supplemental severance in an amount equivalent to six months’ of his then-current base salary, provided that he executes a release of claims against the Company and its affiliated entities, executives, and employees (including claims related to any non-compete and non-solicit covenants), for the six month period after the termination of his employment.

Director Compensation

The following table sets forth for the year ended December 31, 2024, certain information as to the total remuneration we paid to our non-employee directors.

In 2024, each director received a quarterly cash payment in the amount of $12,500, fees in the amount of $1,500 per committee meeting, and $2,000 per Board of Directors meeting. In addition, the chair of the Audit Committee received an annual retainer of $20,000; the chair of Compensation Committee received an annual retainer of $15,000; the chair of the Nominating and Corporate Governance Committee received an annual retainer of $10,000; and the chair of the Board of Directors received an additional $60,000. Ms. Seefried did not receive fees for her service as a member of the Board of Directors.

Name	Fees Earned or Paid in Cash ($)		Bonus ($)		All Other Compensation ($)		Total ($)
Jonathon F. Niehaus		110,500		-		-		110,500
Sundie Seefried		-		-		-		-
Richard Carleton		95,500		-		-		95,500
Jonathan Summers⁽¹⁾		100,500		-		-		100,500
Douglas Fagan⁽²⁾		58,000		-		-		58,000
Jennifer Meyers⁽³⁾		58,000		-		-		58,000
Karl Racine⁽⁴⁾		79,000

SEC Form DEF 14A filed by SHF Holdings Inc.