UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 29, 2026, the board of directors (the “Board”) of SHF Holdings, Inc. (the “Company”) approved a retention plan for key employees and directors of the Company and its subsidiaries (the “Retention Plan”) as well as a retention agreement to be used for retention grants under the Retention Plan (the “Retention Agreement”). Pursuant to the Retention Plan, eligible participants may receive a retention incentive (a “Retention Incentive”) that, subject to certain conditions, entitles the recipient to a payment equal to a designated percentage of such recipient’s base salary or annual Board fees, as applicable, in the event of a Change in Control (as defined in the Retention Plan) and an increase to such recipient’s base salary or annual Board fees, as applicable, during a period of Insolvency (as defined in the Retention Plan). The payment of a Retention Incentive will be conditioned upon the recipient’s execution, delivery and non-revocation of a valid and enforceable general release of claims against the Company and its successors and assigns in form and substance satisfactory to the Company.
The foregoing summaries of the Retention Plan and the Retention Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Retention Plan and the Retention Agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 hereto, respectively.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | SHF, LLC Retention Plan | |
| 10.2 | Form of Retention Agreement | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SHF HOLDINGS, INC. | ||
| Date: August 4, 2026 | By: | /s/ Terrance E. Mendez |
| Terrance E. Mendez | ||
| Chief Executive Officer and Chief Financial Officer | ||