Aaron Grey

Ben Klieve

Hal Goetsch

Mike Grondahl

Scott Buck

- On **September 30, 2025**, SHF Holdings, Inc. entered into a Debt Cancellation Agreement with Partner Colorado Credit Union (PCCU), resulting in the cancellation of **approximately $10.7 million** in outstanding principal loan amount. This was exchanged for **13,436 shares of Series B Preferred Stock** and a Warrant to purchase **865,200 shares of Class A Common Stock**.  **[1854963_0001493152-25-016886_form8-k.htm:2]** 
- Also on **September 30, 2025**, the company executed Exchange and Cancellation Agreements with Verdun Investments LLC, Vellar Opportunity Fund SPV LLC – Series 1, and Midtown East Management NL, LLC. In these agreements, the company issued Series B Preferred Stock and Warrants to purchase Class A Common Stock in exchange for the cancellation of rights under a Forward Purchase Agreement.  **[1854963_0001493152-25-016886_form8-k.htm:2]**  Specifically, Verdun received **1,607 shares of Series B Preferred Stock** and a Warrant for **103,485 shares of Class A Common Stock**; Midtown received **2,070 shares of Series B Preferred Stock** and a Warrant for **133,301 shares of Class A Common Stock**; and Vellar received **1,325 shares of Series B Preferred Stock** and a Warrant for **85,325 shares of Class A Common Stock**.  **[1854963_0001493152-25-016886_form8-k.htm:2]**

SHF Holdings, Inc. announces debt cancellation and equity exchange agreements

- SHF Holdings, Inc. (SHFS) entered into a **Common Stock Purchase Agreement** with CREO Investments LLC on **September 17, 2025**.  **[1854963_0001493152-25-014636_form8-k.htm:0]** **[1854963_0001493152-25-014636_ex10-1.htm:0]** 
- Under this agreement, SHFS may sell up to **$150,000,000** of its Class A common stock to CREO.  **[1854963_0001493152-25-014636_form8-k.htm:0]** **[1854963_0001493152-25-014636_ex10-1.htm:0]** 
- Prior to receiving stockholder approval, the sales are limited to **582,899 shares**, which represents **19.99%** of the shares outstanding immediately before the agreement.  **[1854963_0001493152-25-014636_form8-k.htm:0]** 
- The total purchase commitment can be mutually increased by the parties up to an aggregate of **$500,000,000**.  **[1854963_0001493152-25-014636_form8-k.htm:0]**

SHF Holdings, Inc. Enters into Common Stock Purchase Agreement with CREO Investments LLC

- **SHF Holdings, Inc.** closed an offering of **Convertible Promissory Notes** on **August 27, 2025**.  **[1854963_0001641172-25-026139_form8-k.htm:0]** 
- The Notes have an **aggregate principal sum of $562,500**, include a **20% original issue discount**, and mature in **August 2026**.  **[1854963_0001641172-25-026139_form8-k.htm:0]** 
- The conversion price is set at a **20% discount** to the average VWAP of the company's common stock, and investors have the option to convert at any time.  **[1854963_0001641172-25-026139_form8-k.htm:0]** 
- Issued to **accredited investors**, these Notes and their underlying shares are **restricted securities** and were sold under an **exemption from registration**.  **[1854963_0001641172-25-026139_form8-k.htm:0]** **[1854963_0001641172-25-026139_form8-k.htm:3]** **[1854963_0001641172-25-026139_ex10-1.htm:3]**

SHF Holdings (SHFS)